7^y 


Missouri,  Kansas  and  Texas 

RAILWAY   COMPANY 

(IN    TEXAS) 

AND  ITS  AUXILIARY  LINES. 


Charters,    Acts    of     Incorporation, 
Mortgages,  Contracts,  etc. 


Compiled  by  Direction  of 

WARNER,  DEAN  &  HAGERMAN, 

General  Counsel  of  Receivers. 


1S89 


HOUSTON,  TEXAS. 

A.    (  .    GRAY'S    PRINl  [NG    HOI  SE. 

1889. 


CONTENTS. 


PAGE 

ROSTER  OF  OFFFICERS  of  all  Lines i 

MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY 5 

Act  of  Texas  Legislature  in  relation  to,   passed  August  2,  1870. . . .         7 — 9 

General  Consolidated  Mortgage,  December  1st,  1880 10 — 45 

International    Railway    Improvement    Company    to  the  Mercantile 

Trust  Company,    sale  of  rolling  stock 46 — 49 

?2  Supplemental  General  Consolidated  Mortgage  to  Mercantile  Trust 

^Jj  Company,   December  1,  1886 50 — 60 

»_  Supplemental  General  Consolidated  Mortgage  to  Mercantile  Trust 

2j  Company,   December  1,  1887 61 — 66 

Minutes  of  Board  of  Directors'  and  Stockholders'  Meetings  author- 

_j  izing  purchase  of   Railroads  in  Texas 67 — 79 

Board  of  Directors — 

^                 Dallas  and  Wichita  Railway  Company 67 

Trinity  and  Sabine  Railway  Company. 68 

CM                 Taylor,  Bastrop  and  Houston  Railway  Company 69 

o                 Dallas  and  Greenville   Railway  Company 70 

Gainesville,  Henrietta  and  Western  Railway  Company 71 

East  Line  and  Red  River  Railroad  Company 72 — 74 

Missouri,  Kansas  and  Texas  Extension  Railway  Company 74 — 75 

d 

^  Stockholders'  Meetings — 

Missouri,  Kansas  and  Texas  Extension  Railway  Company 1 

q  East  Line  and  Red  River  Railroad  Company >      75 — 76 

G3  Dallas  and  Wichita  Railway  Company ) 

W  Trinity  and  Sabine  Railway  Company 77 

jr  Dallas  and  Greenville  Railway  Company j 

3  Gainesville,  Henrietta  and  Western  Railway  Company >      77 — 78 

*C  Taylor,  Bastrop  and  Houston  Railway  Company ) 

Taylor,  Bastrop  and  Houston  Railway  Company 78 — 79 

DENISON  AND  PACIFIC  RAILWAY. 


History  of  Organization,   etc 80 

Articles  of  Association    84 — 87 

Deed  convering  corporate  rights,  etc 104 — 106 


1\ 
DENISON  AND  SOUTHEASTERN  RAILWAY  COMPANY 

AFTERWARDS    NAM]  1) 

MISSOURI,  KANSAS  AND  TEXAS  EXTENSION  RAILWAY  COMPANY. 

History  of  Organization,  etc 81 — 83 

Articles  of  Incorporation 88 — 91 

Mortgage  to  Union  Trust  Company,    February  1,  1878 92 — 100 

Amendment  to  Act  of  Incorporation IOI — 103 

Mortgage  of  Missouri,  Kansas  and  Texas  Extension  Railway  Com- 
pany to  Union  Trust  Company,  June  I,  1880 107 — 130 

Union  Trust  Company    to    Missouri,   Kansas  and  Texas  Extension 

Railway  Company,  Release  of  Mortgage  of  June  I,  1880 131  — 132 

Union  Trust  Company  to  Missouri,  Kansas  and  Texas  Extension 
Railway  Company — Deed  conveying  corporate  franchises  and 
property  of  Missouri,  Kansas  and  Texas  Extension  Railway 
Company,  November  26,  1881 133  —147 

INTERNATIONAL  AND  GREAT  NORTHERN  RAILROAD  COMPANY. 

History  of  Organization,  etc . ' 149 — 161 

Act  Incorporating  Houston  and  Great  Northern  Railroad  Company,  162 — 167 
Act  Incorporating  Houston  Tap  and  Brazoria  Railway  Company,. .  .  168 — 175 
Act  Amending  Act  to  Incorporate  Houston  Tap  and  Brazoria  Rail- 
way Company,  passed  January  23,  1858 176 

Act  Amending  Act  to  Incorporate  Houston  Tap  and  Brazoria  Rail- 
way Company,  passed  December  17,  1859 177 

Act  to  Provide  for  the  Sale  of.  the  Houston  Tap  and  Brazoria  Rail- 
way Company 1 78 

Joint  Resolution  authorizing  the  Governor  to  Sell  the  Houston  Tap 

and  Brazoria  Railroad 179 

Act  to  Incorporate  the  Huntsville  Branch  Railway  Company 180 — 184 

Act  to  Incorporate  the  Victoria  and  Columbia  Railway  Company.  .185 — 191 

Act  Supplementary  thereto .192 — 193 

Act  to  Consolidate  Houston  Tap  and  Brazoria  Railway,  the  Hunts- 
ville Branch  Railway,  and  the  Victoria  and  Columbia  Railroad 

with  the  Houston  and  Great  Northern  Railroad 194 

Act  to  Incorporate  the  International  Railroad  Company 195 — 201 

Articles  of  Association  and  Consolidation  between  the  Houston 
and  Great  Northern  Railroad  Company  and   the  International 

Railroad  Company 202 — 206 

An  Act  Authorizing  the  International  and  Great  Northern  Railroad 

Company  to  issue  Bonds 207 

An  Act  for  the  Relief  of  the  International  Railroad  Company  Con- 
solidated with  the  Houston  and  Great  Northern  Railroad 
Company  under  the  name  of  the  International  and  Great  North- 
ern Railroad  Company    208 — 211 

Deed  from  Special  Master  to  John  S.  Kennedy  and  Samuel  Sloan, 
Trustees,  conveying  the  Houston  and  Great  Northern  Rail- 
road   212 — 217 


V 

Deed  from  Special  Master  to  John  S.  Kennedy  and  Samuel  Sloan, 

Trustees,  conveying  the  International  Railroad 218 — 223 

Deed  from  Special  Master  to  John  S.  Kennedy  and  Samuel  Sloan, 
Trustees,  conveying  the  International  and  Houston  and  Great 
Northern  Railroads 224 — 228 

Agreement  for  the  Reorganization  of  the  International  and  Great 

Northern  Railroad  Company,  dated  September  20,  1878 229 — 234 

Deed  of  John  S.  Kennedy  and  Samuel  Sloan,  Trustees,  to  the  In- 
ternational and  Great  Northern  Railroad  Company,  date  No- 
vember 1 ,  1 879 235 — 238 

Deed  of  International  and   Great   Northern   Railroad  Company  to 
John  S.  Kennedy,  Samuel  Thome  and  William  Walter  Phelps    ■ 
conveying  Lands 239 — 245 

Articles  of  Incorporation  of  the  Georgetown  Railroad  Company.  .  .246 — 249 

An  Act  to  Incorporate  the  Henderson  and  Overton  Branch  Railway 

Company 250 — 251 

Articles  of  Incorporation  of  the  Austin  and  Oatmanville  Railway 

Company 252 — 255 

Resolution  of  Stockholders  of  the  International  and  Great  Northern 
Railroad  Company  authorizing  Lease  of  Galveston,  Houston 
and  Henderson  Railway 256 — 257 

Lease  of  International    and   Great   Northern  Railroad  to  Missouri, 

Kansas  and  Texas  Railway  Company 258 — 265 

Revocation  of  above  Lease 266 — 270 

First  Mortgage  International  and  Great  Northern  Railroad  Com- 
pany to  John  S.  Kennedy  and  Samuel  Sloan,  Trustees,  No- 
vember 1,  1879 ■  •  ■  ■    271 — 281 

Second  Mortgage  of  the  International  and  Great  Northern  Rail- 
road Company  to  Samuel  Thorne  and  Wm.  Walter  Phelps, 
November  1,  1879 282 — 293 

Six  per  cent.  Gold  Mortgage,  International  and  Great  Northern 
Railroad  Company  to  Farmers'  Loan  and  Trust  Company, 
Trustee,   June  15,  1881 294 — 306 

Colorado  Bridge  Company   to  Farmers'   Loan  and  Trust  Company, 

Trustee,  Mortgage,  May  24,  1880 3°7— 318 

GALVESTON,  HOUSTON  AND  HENDERSON  RAILROAD  COMPANY. 

History  of  Organization,  etc 319 — 331 

Act  to  Incorporate 332 — 336 

Act  Supplementary  to  Act  of  'Incorporation,  January  10,  1854 337 — 338 

Act  Supplementary  to  Act  of  Incorporation,  January  23,  1S56 339 — 340 

Act  Supplementary  to  and  Amendatory  of   Act  of    Incorporation, 

July  24,  1856.  .    341—342 

Act  for  Relief  of,  and  Amendatory  of  Act  of  [ncorporation,  Novem- 
ber 20,    1857 343-344 

Act  to  Incorporate   the  Galveston   and  Houston  Junction  Railroad 

Company 345~ 34° 

Act  to  Revise  and  continue  in  force  above  Act 347 — 348 


V  I 

Articles  of  Association  of    the  Galveston,    Houston  and  Henderson 

Railroad  Company  of  1882 .349 — 351 

First  .Mortgage  of  the  Galveston,  Houston  and  Henderson  Railroad 
Company  of  18S2  to  Mercantile  Trust  Company,  Trustee,  April 
I,  1883 352—363 

Lease  to  the  International  and  Great  Northern  Railroad  Company, 

March  3,  1883 364—369 

DALLAS  AND  WICHITA  RAILROAD  COMPANY. 

History  of  Organization,  ete 37 1  —  374 

Act  of  Incorporation 375 — 37^ 

Act  amending  Act  of  Incorporation,  May  24,  1873 379—383 

Act  amending  Act  of  Incorporation,   February  27,  1875 384—385 

Act  for  Relief  of,  July  29,  1886 386 

Contract  of  Sale  to  Missouri,  Kansas  and  Texas  Railway  Company,  387 — 389 

EAST  LINE  AND  RED  RIVER  RAILROAD  COMPANY. 

History  of  Organization,  etc 391 — 393 

Act  of  Incorporation 394 — 397 

Act  Amending  Act  of  Incorporation,    May  17,  1873 398—400 

Act  Amending  Act  of  Incorporation,    May  17,  1873 401 

Act  Amending  Act  of  Incorporation,  March  6,  1875 402 

Release  of  Mortgage  from  Union  Trust  Company,  Trustee 403 — 405 

First  Mortgage  to  Fidelity  Insurance,  Trust  and  Safe  Deposit  Com- 
pany, dated  June  1,  1880 406—424 

Contract  of  Sale  and  Conveyance  to  the  Missouri,  Kansas  and  Texas 

Railway  Company 425 — 427 

TAYLOR,  BASTROP  AND  HOUSTON  RAILWAY  COMPANY. 

History  of  Organization,  etc 429 — 439 

Articles  of  Incorporation 437—441 

Amended  Articles  of  Incorporation,  September  8,  1886 442—444 

Amended    Articles    of  Incorporation    authorizing    construction    of 

Branch  to    San  Marcos 445—446 

Contract  of   Sale  and  Conveyance  to  Missouri,    Kansas   and  Texas 

Railway  Company 447 — 450 

First  Mortgage  to  John  F.  Dillon  and  Henry  B.  Henson,  Trustees, 

dated  December  I,    1886 451 — 461 

Supplemental  Mortgage  to  same  Trustees 462-  -466 

TRINITY  AND  SABINE  RAILWAY  COMPANY. 

J  listory  of  Organization,   etc 467—468 

Articles  of  Incorporation 460 472 

First  Mortgage  to  Mercantile  Trust  Company,  December  15,  18S1..473— 484 
Contract  of  Sale  and  Conveyance  to  Missouri,   Kansas  and  Texas 

Railway  Company 485—488 


VII 

GAINESVILLE,  HENRIETTA  AND  WESTERN  RAILWAY  COMPANY. 

History  of  Organization,   etc 489 — 495 

Articles  of  Incorporation 496 — 499 

First  Mortgage  to  John  F.  Dillon  and  Henry  B.  Henson,  Trustees.  ..500—509 
Contract  of  Sale  and  Conveyance   to  Missouri,  Kansas  and  Texas 

Railway  Company 510 — 512 

Construction  Contract  with  Guy  Phillips 513 — 514 

DALLAS  AND  GREENYILLE  RAILWAY  COMPANY. 

History  of  Organization,  etc 515 — 520 

Articles  of  Incorporation 521 — 523 

Construction  Contract  with  Guy  Phillips 524 — 525 

Contract  for  joint  use  of  track  with  Missouri,  Kansas  and  Texas 
Railway  Company,  St.  Louis,  Iron  Mountain  and  Southern 
Railway  Company  and  the  Daingerfield  and  Texarkana  Rail- 
way Company 526 — 529 

First  Mortgage  to  John  F.  Dillon  and  Henry  B.  Henson,  Trustees, 

December  1,  1886 530 — 540 

Contract  of  Sale  and  Conveyance  to  the  Missouri,  Kansas  and  Texas 

Railway  Company 541 — 543 

DALLAS  AND  WACO  RAILWAY  COMPANY. 

History  of  Organization,  etc 545 — 550 

Articles  of  Incorporation 551 — 554 

Construction  Contract  with  Guy  Phillips 555 — 556 

Contract  for  joint  use   of  track  with  St.  Louis,   Iron   Mountain  and 

Southern  Railway  Company 557 — 560 

First  Mortgage  to  John  F.  Dillon  and  Henry  B.  Henson,  Trustees..  561 

APPENDIX. 

Contract  for  Joint  Use  of  Track  between  Missouri,  Kansas  and  Texas  Rail- 
way Company  and  Texas  Pacific  Railway  Company 575 — 577 

Lease  of  the  Missouri,  Kansas  and  Texas  Railway  to  the  Missouri  Pacific 

Railway  Company,    December  1,  1880 578 — 586 


Roster  of  Officers  and  Directors. 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY 

RUDOLPH   V.   MARTINSEN President. 

H.   K.   ENOS First    Vice-President. 

WILLIAM   DOWD    Second  Vice  President. 

JOHN  HANCOCK Third  Vice-President. 

H.   B.    HENSON Secretary. 

JACOB  DE  NEUFVILLE Treasurer. 

DIRECTORS. 


Rudolph  V.  Martinsen, 
Henry  K.  Enos, 
William  Dowd, 
E.  Ellery  Anderson, 
William  Bond, 
Simon  Sterne, 
Jacob  De  Neufville, 
Samuel  Sloan, 


New  York.     Geo.  J.  Forrest,    (dec' ' d)     New*  York- 
Herman  R.  Battzer,  '•        " 

Maynard  C.  Eyre,  "        " 

Harrison  C.  Cross,  Emporia,  Kansas. 
Benjamin  P.  McDonald,  Ft.  Scott,  Ks. 
James  C.  Thompson,  Sedalia,  Mo. 

John  Hancock,  Austin,  Texas. 

Lee  CLARK,  Parsons,  Kansas. 


INTERNATIONAL    AND    GREAT   NORTHERN    RAILROAD 

COMPANY. 

Central   Office,   Palestine,    Texas. 

GE(  )R(  i  ]•:  A.    Fl  >DY    President. 

/  'ice- President. 

Secretary. 

Treasurer. 

DIRECTORS. 


GEORGE  A.   EDDY,   Leavenworth,   Fans. 
H.  C.  Cross,  Emporia,  Kans. 
R.  C.  Foster,  Denison,  Texas. 
Samuel  Hanna,  Denison,  Texas. 
C.  C.  Slaughter,  Dallas,  Texas. 


Ira  11.  EVANS,  Austin,    Texas. 

S.  H.  II.  Clark,  St.  Louis,  Missouri. 

George  J.  Gould,  New  York,  N.  Y. 

K.   P..    HAWI.EY,  Galveston,  Texas. 


GALVESTON,  HOUSTON    AND    HENDERSON    RAILROAD 

COMPANY. 

General  Office,  Galveston,    Texas. 

GEORGE  A.  EDDY President Leavenworth,  Kansas. 

S.  H.  H.  CLARK Vice  President St.  Louis,  Missouri. 

R.  B.  HA WLEY Secretary Galveston,  Texas. 

B.  P.  McDONALD Treasurer Sedalia,   Missouri. 

H.  B.  HENSON.  . .  .Asst.  Secretary  and  Asst.   Treasurer New  York. 

DIRECTORS. 

George  A.  Eddy,  Leavenworth,  Kans.  R.   B.  Hawley,  Galveston,  Texas. 

C.  C  Slaughter,  Dallas,  Texas.  S.  H.  H.  Clark,  St.  Louis,  Missouri. 

R.  C.  Foster,  Denison,  Texas.  H.  C.  Cross,  Emporia,  Kansas. 
Ira  H.  Evans,  Austin,  Texas. 


TRINITY  AND  SABINE  RAILWAY  COMPANY. 

General  Office,  Trinity,    Texas. 

S.   H.    H.   CLARK President St.  Louis,  Missouri. 

JAMES  A.   BAKER Vice-  President Houston,    Texas. 

D.   S.   H.   SMITH Secretary  and  Treasurer .  . .  .St.  Louis,  Missouri. 

DIRECTORS. 

S.  H.  H.  Clark,  St.  Louis,  Missouri.        James  A.  Baker,  Jr.,  Houston,  Texas. 
D.  S.  H.  Smith,  St.  Louis,  Missouri.  H.  G.  Fleming,  Texarkana,  Texas. 

James  A.  Baker,  Houston,  Texas.  W.  S.  Peters,  Taylor,  Texas. 


DALLAS  AND  WICHITA  RAILWAY  COMPANY. 

Genefal  Office,  Dallas,    Texas. 

JULES  E.  SCHNEIDER, President. 

A.    II.   STUART Secretary  and  Treasurer. 

DIRECTORS. 

James  A.  Baker,  Houston,  Texas.  A.  H.  Stuart,  Dallas,  Texas. 

Jules  E.  Schneider,  Dallas,  Texas.  J.  E.  Galbraith,  Palestine,  Texas. 

W.  H.  Abrams,  Dallas,  Texas.  E.  M.  Beckwith,  Dallas,  Texas. 
B.  W.  McCullough,  Dallas,  Texas. 


3 
DALLAS  AND  GREENVILLE  RAILWAY  COMPANY. 

General  Office,   Dallas,   Texas. 

D.  S.   H.   SMITH President. 

E.  M.    BECKWITH Secretary  and  Treasurer. 

DIRECTORS. 

James  A.  Baker,  Houston,  Texas.  W.  H.  Abrams,  Dallas,  Texas. 

D.  S.  H.  Smith,  St.  Louis,  Missouri.  E.  M.  Beckwith,  Dallas,  Texas. 

J.  E.  Galbraith,  Palestine,  Texas.  E.  A.  Boice,  Dallas,  Texas.. 
B.  W.  McCullough,  Dallas,  Texas. 


DALLAS  AND  WACO  RAILWAY  COMPANY. 

General  Office,   Dallas,    Texas. 

B.   \V.   McCULLOUGH President. 

E.    M.   BECKWITH Secretary  and  Treasurer. 

DIRECTORS. 

James  A.  Baker,  Houston,  Texas.  A.  II.  Stuart,  Dallas,  Texas. 

B.  W.  McCullough,  Dallas,  Texas.  W.  H.  Newman,  Chicago,  Illinois. 

W.  H.  Abrams,  Dallas,  Texas.  George  C.  Smith,  St    Louis,  Missouri. 

E    M.  Beckwith,  Dallas,  Texas. 


EAST  LINE  AND  RED  RIVER  RAILROAD  COMPANY. 

General  Office,  Jefferson,    Texas. 

R.   C.    FOSTER     President. 

E.    A.    BOICE Secretary  and  'Treasurer. 

E.    W.    TAYLOR Assistant  Secretary  and  Treasurer. 

DIRECTORS. 

James  A.  Baker,  Houston,  Texas.  John   Bacon,  Dallas,    Texas. 

R.  C.  Foster,  Denison,  Texas.  E.  A.  Boice,  Dallas,  Texas. 

W.  H.  Abrams,  Dallas,  Texas.  F.  II.  PRENDERGAST,  Marshall,  Texas. 

E.  W.  Taylor,  Jefferson,  Texas.  I).  S.  II.  Smith,  St.  Louis,  Missouri. 

E.  M.  BECKWITH,  Dallas.  Texas. 


TAYLOR,  BASTROP  AND  HOUSTON   RAILWAY  COMPANY. 

General  Office,  Houston,    Texas. 

JAMES  A.   BAKER President. 

C.  J.   MCPHERSON Secretary. 

DIRECTORS. 

James  A.  Baker,  Houston,  Texas.  D.  S.  H.  Smith,  St.  Louis,  Missouri. 

C.  J.  McPherson,  Houston,  Texas.  H.  G.  Fleming,  Texarkana,  Texas. 

G.  W.  Burkett,  Palestine,  Texas.  W.  H.  Newman,  Chicago,  Illinois. 


GAINESVILLE,    HENRIETTA    AND    WESTERN    RAILWAY 

COMPANY. 

General  Office,     Gainesville,    Texas. 

JAMES  A.  BAKER President. 

F.   M.  DOUGHERTY Vice-President. 

J.    M.    LINDSAY Secretary. 

D.   S.   H.   SMITH Treasurer. 

WM.  KERRIGAN General  Manager. 

DIRECTORS. 

James  A.  Baker,  Houston,  Texas.  G.  J.  Gooch,  Dallas,  Texas. 

J.  M.  Lindsay,  Gainesville,  Texas.  II.  G.  Fleming,  Texarkana,  Texas. 

F.  M.  Dougherty,  Gainesville,  Texas.  R.  C.  Foster,  Denison,  Texas. 

R.  D.  Gribble,  Gainesville,  Texas.  Wm.  Kerrigan,  St.  Louis,  Missouri. 

H.  A.  Lewis,  Gainesville,  Texas. 


Jtfi||ouFi,  IJan|a$  &  Jexa^ 

RAILWAY  COMPANY. 


The  Legislature  of  the  State  of  Texas,  by  an  act 
passed  August  2d,  1870,  (see  Act  Twelfth  Legislature, 
called  session,  Special  Laws,  page  63),  granted  to  the 
Missouri,  Kansas  and  Texas  Railway  Company  the  right 
to  extend  its  road,  from  a  point  where  the  same  shall 
cross  into  the  State  from  the  Indian  Territory,  through 
the  State  of  Texas,  in  the  general  direction  of  Waco  and 
Austin,  to  the  Rio  Grande,  with  a  view  to  farther  ex- 
tension to  Camargo  and  the  City  of  Mexico. 

Under  the  powers  and  authority  of  this  act,  the 
Missouri,  Kansas  and  Texas  Railway  Company  acquired 
the  franchises,  corporate  rights  and  privileges,  railway, 
equipment,  and  all  other  property,  of  the  following 
named  railroad  companies,  on  the  dates  mentioned,  all 
organized  and  created  by  the  laws  of  the  State  of  Texas: 

East  Line  and  Red  River  Railroad  Company,  No- 
vember 28,  1 88 1. 

Dallas  and  Wichita  Railway  Company,  December 
15,    1881. 

Denison  and  Pacific  Railway  Company,  November 

26,    1881. 


Denison  and  South  Eastern  Railway  Company, 
November  26,  1881. 

Dallas  and  Greenville  Railway  Company,  Novem- 
ber  ,  1886. 

Trinity  and  Sabine  Railway  Company,  December 
9,  1882. 

Taylor,  Bastrop  and  Houston  Railway  Company, 
December  2,  1886. 

Gainesvill'e,  Henrietta  and  Western  Railway  Com- 
pany, January  25,  1887. 

Dallas  and  Waco  Railway  Company. 

Following  are  copies  of  the  various  acts  of  the  Leg- 
islature of  the  State  of  Texas  authorizing  the  extension 
into  and  through  that  State  of  the  railway  of  the  Mis- 
souri, Kansas  and  Texas  Railway  Company,  and  incor- 
porating the  several  railroad  companies  above  men- 
tioned; also,  the  general  mortgage  and  supplemental 
mortgages  executed  by  the  Missouri,  Kansas  and  Texas 
Railway  Company,  and  the  several  mortgages  executed 
by  the  other  companies,  together  with  the  conveyances 
made  by  said  companies  to  the  Missouri,  Kansas  and 
Texas  Railway  Company. 


AN  ACT 

In  relation  to  the  "  Missouri,  Kansas  and  Texas  Railway  Company," 
late  "  Union  Pacific  Railway  Company,  Southern  Branch." 

Section  i.  Be  U  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  Missouri,  Kansas  and  Texas  Railway  Company,  a  corpora- 
tion authorized  by  Congress  to  construct  a  railway  into  the  Indian 
Territory,  shall  have  the  right  to  extend  its  railroad  with  its  present 
gauge,  together  with  its  telegraph  lines,  from  some  convenient  point 
on  Red  River  between  Preston  and  Doaksville,  where  its  road  shall 
cross  from  the  Indian  Territory  into  and  through  the  State  of  Texas, 
in  the  general  direction  of  Waco  and  Austin,  to  the  Rio  Grande,  with 
a  view  to  extending  the  same  to  Camargo  and  the  City  of  Mexico; 
and  also  a  right  to  construct  a  branch  road  from  a  point  at  or  near 
its  crossing  to  Red  River  westwardly  to  connect  with  the  road  of  the 
Houston  and  Texas  Central  Railroad  Company;  and  that  said  Com- 
pany shall  have  the  right  of  way  two  hundred  feet  in  width  through 
all  public  lands,  with  the  right  to  take  such  rock,  timber,  earth  and 
other  material  as  may  be  needed  in  constructing  its  road  and 
branches. 

Sec.  2.  Be  it  further  enacted,  In  the  event  said  Company  shall 
complete  fifty  miles  of  its  railway  in  the  State  of  Texas  within  three 
years,  and  shall  extend  its  road  from  some  point  on  Red  River  to  the 
Colorado  river  at  or  near  the  City  of  Austin  within  six  years  from 
and  after  the  passage  of  this  act,  then  the  said  State  agrees  to  exempt 
and  does  hereby  exempt  from  all  taxation,  whether  State,  county  or 
municipal,  the  railroad  of  said  Company  and  its  appurtenances  of 
every  description:  Provided,  That  such  exemption  shall  only  oper- 
ate from  the  passage  of  this  act,  and  until  the  period  of  two  years 
shall  have  elapsed  from  the  completion  of  such  railroad  to  said  city, 
and  that  thereaiter  said  Company  shall,  in  lieu  of  taxes  of  every  de- 
scription whatever,  pay  into  the  treasury  of  the  State  two  per  cent, 
per  annum,  upon  the  earnings  of  its  road  in  Texas. 

Sec.  3.  Be  it  further  enacted,  That  the  said  Company  in  con- 
structing, extending  and  operating  its  railroad  and  branches,  shall 
have  and  exercise,  and  are  hereby  vested  with  all  the  rights,  powers, 
privileges   and  immunities   granted  by  its  acts  of  incorporation  and 


8 

amendments  thereto,  so  far  as  the  same  may  be  applicable  to  this 
State  and  not  inconsistent  with  the  constitution  thereof,  together  with 
all  the  rights,  powers,  privileges,  benefits  and  immunities  conferred 
by  all  general  laws  now  existing  or  that  hereafter  may  be  passed  by 
the  Legislature  of  the  State  of  Texas  in  relation  to  railroad  corpora- 
tions, in  same  manner  and  to  the  same  extent  as  if  incorporated  by 
this  State;  provided,  the  said  Company  shall  keep  an  office  within 
the  State. 

Sec.  4.  Be  it  further  enacted,  That  said  Company  shall  have  the 
right  to  purchase,  sell,  lease,  join  stocks,  unite  or  consolidate  with 
any  connecting  railroad  company,  by  and  with  the  approval  and 
consent  of  a  majority  in  interest  of  the  stockholders  in  each  company, 
and  to  acquire  and  merge  into  itself  all  or  any  part  of  the  property, 
rights  and  privileges  and  franchises  of  such  other  company,  upon 
such  terms  and  conditions  as  may  be  agreed  upon  by  their  respective 
Boards  of  Directors. 

Sec.  5.  Be  it  further  enacted,  Inasmuch  as  said  Company  has  not 
solicited  special  assistance  in  any  form  from  the  State,  and  only  seeks 
not  to  be  put  in  a  more  disadvantageous  position  than  any  other  like 
corporation,  it  is  hereby  stipulated,  and  the  faith  of  the  State  is 
pledged  that  no  railway  corporation  subsidized  by  the  State,  and 
authorized  to  construct  a  line  of  railway  in  the  same  general  direc- 
tion with  the  line  of  said  Company,  shall  construct  any  part  of  its 
railway  within  twenty  miles  of  any  part  of  so  much  of  the  line  of  said 
Company  as  may  be  completed  and  in  actual  use  without  the  written 
consent  of  said  Company,  on  the  penalty  of  forfeiting  to  said  Com- 
pany the  one-half  of  whatever  State  aid  it  may  have  obtained  or  may 
obtain  for  such  part  of  its  road  as  shall  be  constructed  within  the 
limits  named,  the  said  half  to  be  delivered  free  of  all  cost  to  said 
Company,  and  of  exemplary  damages:  Provided,  That  when  such 
railway  corporation  shall  cross  or  intersect  said  last  mentioned  line 
at  some  one  point  specified  in  its  charter,  thirty  miles  of  the  line  of 
such  corporation  extending  each  way  from  the  point  of  intersection 
shall  be  exempt  from  the  operation  of  this  section;  and  provided  fur- 
ther, that  the  provisions  of  this  section  shall  not  apply  to  a  line  of 
road  to  be  constructed  on  a  direct  line  from  Fulton,  in  Arkansas,  or 
by  way  of  Jefferson,  in  Marion  county,  direct  to  the  cities  of  Austin 
and  San  Antonio,  to  the  Rio  Grande,  at  or  near  Laredo. 

Sec.  6.     Be  it  further  enacted,   That  this  act  shall  be  taken  notice 


of  as  if  it  were  a  public  and  general  statute,  shall  take  effect  from  its 
passage,  and  shall  be  and  continue  in  force  for  fifty  years. 

Passed  August  2,  1870. 


State  Department 
Austin,  Texas 


IT,     ) 


I,  James  P.  Newcomb,  Secretary  of  State  for  the  State  of  Texas, 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  original  enrolled 
bill  now  on  file  in  my  office. 

t  Witness  my  hand  and  official  seal  at  office  in  the  city 

[seal.]  of  Austin,  this  thirteenth  day  of  August,  A.  D.  1870. 

James  P.  Newcomb, 

Secretary  of  State. 


I 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 


GENERAL  CONSOLIDATED  MORTGAGE, 

December    1,    1880. 


THIS  INDENTURE,  made  the  first  day  of  December,  one 
thousand  eight  hundred  and  eighty,  between  the  Missouri,  Kansas 
and  Texas  Railway  Company,  of  the  first  part,  and  The  Mercan- 
tile Trust  Company,  organized  under  the  laws  of  New  York,  of  the 
second  part: 

Whereas,  said  Railway  Company,  under  its  former  name  of  the 
Union  Pacific  Railway  Company,  Southern  Branch,  for  the  construc- 
tion and  equipment  of  its  railroad,  heretofore  issued  its  bonds  for  the 
sum  of  one  thousand  dollars  each,  amounting  in  the  aggregate  to  the 
principal  sum  of  four  million  two  hundred  and  fifty  thousand  dollars, 
and  numbered  from  one  to  four  thousand  two  hundred  and  fifty,  both 
inclusive,  all  of  which  said  bonds  bear  date  the  fourteenth  day  of 
November,  one  thousand  eight  hundred  and  sixty-eight,  and  are  se- 
cured by  a  trust  deed  or  mortgage  of  the  same  date,  executed  by  said 
Railway  Company  to  Russell  Sage  and  N.  A.  Cowdrey,  of  the  City 
of  New  York,  and  duly  recorded  in  the  State  of  Kansas,  conveying 
the  right  of  way,  road,  franchises,  property,  real  and  personal,  and 
the  lands  granted  to  said  Railway  Company,  and  providing  for  the 
creation  of  a  sinking  fund  for  the  payment  of  said  bonds,  as  by  refer- 
ence thereto  will  more  fully  appear; 

And  Whereas,  the  said  Union  Pacific  Railway  Company,  South- 
ern Branch,  afterwards,  and  in  pursuance  of  the  power  and  authority 
conferred  by  the  laws  of  the  State  of  Kansas,  changed  its  name  to 
the  Missouri,  Kansas  and  Texas  Railway  Company,  the  party  of 
the  first  part  to  this  indenture; 

And  Whereas,  there  are  now  outstanding  of  the  said  bonds  above 
described,  two  millions  two  hundred  and  ninety-six  thousand  dollars 
(#2,296,000),  and  no  mqre; 


1 1 

And  Whereas,  The  Tebo  and  Neosho  Railroad  Company,  duly 
incorporated  under  an  act  of  the  General  Assembly  of  the  State  of 
Missouri,  approved  March  12,  1859,  for  the  purpose,  among  other 
things,  of  building,  equipping  and  operating  a  railroad  running  from 
Sedalia,  in  Pettis  county,  State  of  Missouri,  southwesterly  to  the 
boundary  line  between  said  State  and  the  State  of  Kansas,  did  for 
that  purpose  issue  its  bonds  for  the  sum  of  one  thousand  dollars  each, 
amounting  in  the  aggregate  to  the  principal  sum  of  two  million  dol- 
lars, and  numbered  from  one  to  two  thousand,  both  inclusive,  all  of 
which  are  dated  the  first  day  of  June,  one  thousand  eight  hundred 
and  seventy,  and  are  secured  by  a  trust  deed  or  mortgage  of  the 
same  date,  executed  by  the  said  Company  to  the  Union  Trust  Com- 
pany, of  the  City  of  New  York,  conveying  the  said  railroad,  its  rights, 
franchises  and  property,  real  and  personal,  and  providing  for  the 
creation  of  a  sinking  fund  for  the  payment  of  said  bonds,  as  by  refer- 
ence to  said  trust  deed  or  mortgage,  duly  recorded  in  the  proper 
offices  in  the  State  of  Missouri,  will  more  fully  appear; 

And  Whereas,  after  the  issue  of  said  bonds,  and  the  execution  of 
said  trust  deed  or  mortgage  by  the  Tebo  and  Neosho  Railroad  Com- 
pany, the  said  Company,  by  virtue  of  the  power  and  authority  con- 
ferred by  the  statutes  of  the  State  of  Missouri,  sold  the  railroad  above 
described,  and  all  the  corporate  rights  and  franchises  held  and  owned 
by  said  Company,  to  the  Missouri,  Kansas  and  Texas  Railway 
Company,  and  the  said  last  named  company  became  the  owner 
thereof,  and  vested  with  all  the  corporate  rights,  powers  and  fran- 
chises appertaining  thereto,  and  to  the  said  Tebo  and  Neosho  Rail- 
road Company  belonging,  subject  to  the  lien  and  operation  of  the 
trust  deed  or  mortgage  aforesaid  last  described; 

And  Whereas,  there  are  now  outstanding  of  the  bonds  last  above 
described  three  hundred  and  forty-nine  thousand  ($349,000)  dollars, 
and  no  more; 

And  Whereas,  the  party  hereto  of  the  first  part  did,  on  or  about 
the  first  day  of  February,  one  thousand  eight  hundred  and  seventy- 
one,  duly  make,  execute  and  deliver  unto  the  Union  Trust  Company 
of  New  York  a  certain  trust-deed  or  mortgage,  known  as  a  consoli- 
dated mortgage,  whereby  the  said  party  of  the  first  part  did  duly 
grant,  bargain,  sell,  assign,  transfer  and  convey  unto  the  said  party 
of  the  second  part,  the  property,  both  real  and  personal  and  mixed, 
and  the  corporate  rights,  powers,  franchises  and  privileges  therein 
set  forth  and  described,  to  have  and  to  hold  the  same  unto  the  said 


12 

Union  Trust  Company,  its  successor  or  successors,  and  assigns,  in 
trust,  to  secure  the  payment  of  bonds  in  the  sum  of  one  thousand 
dollars  each,  amounting  to  the  aggregate  principal  sum  of  fourteen 
millions  of  dollars,  and  numbered  from  one  to  fourteen  thousand, 
both  inclusive,,  and  for  the  uses,  intents  and  purposes  in  the  said 
indenture  of  mortgage  fully  expressed  and  declared,  as  by  reference 
thereto,  duly  recorded,  among  other  places,  in  the  office  of  the  Re- 
corder of  the  County  of  Pettis,  in  the  State  of  Missouri,  will  more 
fully  and  at  large  appear; 

And  Whereas,  there  are  now  outstanding  of  the  said  above  au- 
thorized issue  of  fourteen  millions  of  dollars,  bonds  for  ten  millions 
four  hundred  and  ninety  thousand  dollars  ($10,490,000,)  and  no 
more; 

And  Whereas,  after  the  execution  and  delivery  of  the  said  trust- 
deed  or  mortgage,  the  said  party  of  the  first  part  did  acquire  and  be- 
come the  owner  of  certain  other  corporate  railroad  rights  and  fran- 
chises and  property,  real  and  personal,  and  did  thereupon  proceed 
under  and  pursuant  to  the  Tenth  Article  of  the  said  mortgage  of  Feb- 
ruary 1,  187 1,  to  make  a  further  issue  of  two  thousand  five  hundred 
bonds,  in  the  sum  of  one  thousand  dollars  each,  amounting  to  the 
aggregate  principal  sum  of  two  millions  five  hundred  thousand  dol- 
lars, and  numbered  from  fourteen  thousand  and  one  to  sixteen  thou- 
sand five  hundred,  both  inclusive,  and  did  thereupon  make,  execute 
and  deliver  to  the  said  Union  Trust  Company  an  additional  trust- 
deed  or  mortgage,  bearing  date  the  first  day  of  June,  one  thousand 
eight  hundred  and  seventy-two,  whereby  the  said  party  of  the  first 
part  did  bring  in  the  said  certain  other  corporate  railroad  rights  and 
franchises  and  property,  real  and  personal,  which  the  said  party  of 
the  first  part  did  so  acquire,  for  the  purpose  and  with  the  intent  of 
securing  the  payment  of  the  said  further  issue  of  bonds,  equally  and 
alike,  upon  the  property  of  the  said  party  of  the  first  part,  as  by 
reference  to  the  said  trust  deed  or  mortgage,  and  duly  recorded  as 
aforesaid,  will  fully  and  at  large  appear; 

And  Whereas,  the  whole  amount  of  said  last  mentioned  bonds, 
to-wit:  Two  millions  five  hundred  thousand  dollars  ($2,500,000), 
and  no  more,  are  outstanding; 

And  Whereas,  afterwards,  and  on  or  about  the  first  day  of  No- 
vember, one  thousand  eight  hundred  and  seventy-two,  the  said  party 
of  the  first  part,  for  the  purpose  of  providing  for  the  construction  of 
a  branch  of  its  railway  from  a  point  on  its  main  line,  at  or  near  Fort 


Gibson,  in  the  Indian  Territory,  to  Fort  Smith,  in  the  State  of  Ar- 
kansas, authorized  a  further  issue  of  two  thousand  bonds,  of  one 
thousand  dollars  each,  numbered  from  sixteen  thousand  five  hundred 
and  one  to  eighteen  thousand  five  hundred,  both  inclusive,  and  did 
thereupon  execute  and  deliver  to  the  said  Union  Trust  Company 
under  and  pursuant  to  the  said  Tenth  Article  of  the  said  mortgage  of 
February  i,  1871,  an  additional  trust-deed  or  mortgage,  bearing  date 
the  first  day  of  November,  one  thousand  eight  hundred  and  seventy- 
two,  and  conveying  all  its  rights,  franchises  and  privileges  in  respect 
to  said  branch  railway,  known  as  the  Fort  Smith  Branch,  as  by  refer- 
ence to  said  trust  deed  or  mortgage,  now  being  in  the  proper  custody 
of  said  Union  Trust  Company,  will  more  fully  and  at  large  appear; 

And  Whereas,  there  are  outstanding  of  said  last  mentioned  bonds, 
one  million  one  hundred  and  eighty-two  thousand  ($1,182,000)  dol- 
lars, and  no  more; 

And  Whereas,  afterwards,  and  on  or  about  the  first  day  of  June, 
one  thousand  eight  hundred  and  seventy-three,  the  said  party  of  the 
first  part  did  acquire  and  become  the  owner  of  certain  other  corpor- 
ate railroad  rights  and  franchises  and  property,  real  and  personal,  of 
the  Hannibal  and  Central  Missouri  Railroad  Company,  and  did 
thereupon  under  and  pursuant  to  the  said  Tenth  Article  of  said  mort- 
gage of  February  1,  187 1,  proceed  to  make  a  further  issue  of  one 
thousand  four  hundred  bonds,  in  the  sum  of  one  thousand  dollars 
each,  amounting  to  the  aggregate  principal  sum  of  one  million  four 
hundred  thousand  dollars,  and  numbered  from  sixteen  thousand  five 
hundred  and  one  to  seventeen  thousand  nine  hundred,  both  inclusive, 
and  did  thereupon  make,  execute  and  deliver  to  the  said  Union  Trust 
Company  an  additional  trust  deed  or  mortgage,  bearing  date  the  first 
day  of  June,  one  thousand  eight  hundred  and  seventy-three,  whereby 
the  said  party  of  the  first  part  did  bring  in  the  said  above  mentioned 
corporate  railroad  rights  and  franchises  and  property,  real  and  per- 
sonal, which  the  said  party  of  the  first  part  did  so  acquire,  for  the 
purpose  and  with  the  intent  of  securing  the  payment  of  the  said 
further  issue  of  bonds  upon  the  property  of  the  said  party  of  the  first 
part,  as  by  reference  to  the  said  trust  deed  or  mortgage,  duly  re- 
corded, will  fully  and  at  large  appear; 

And  Whereas,  the  said  property  thus  acquired  from  the  Hannibal 
and  Central  Missouri  Railroad  Company,  was  acquired  subject  to 
two  mortgages  thereon,  amounting  in  all  to  eight  hundred  thousand 
($800,000)  dollars,  all  of  which  are  now  outstanding,  but  for  which  a 


14 

like  amount,  to-wit,  $800,000  of  the  said  above  mentioned  issue  of 
June  1,  1873,  was  set  aside  and  placed  with  the  Union  Trust  Com- 
pany where  they  now  remain  in  trust,  to  exchange  for  the  said  $800,- 
000  of  the  Hannibal  and  Central  Missouri  Railroad  Company  bonds; 
the  remaining  six  hundred  thousand  ($600,000)  dollars  of  the  said 
issue  of  June  1,  1873,  are  now  outstanding; 

And  Whereas,  the  party  hereto  of  the  first  part,  afterwards,  and 
on  or  about  the  first  day  of  April,  1876,  did  make,  execute,  and  de- 
liver to  the  said  Union  Trust  Company,  as  Trustee,  a  mortgage  of 
that  date,  known,  and  generally  designated,  as  the  Second  or  Income 
Mortgage  upon  the  seven  hundred  and  eighty-six  miles  of  completed 
road  then  owned  and  operated  by  the  said  party  of  the  first  part,  and 
the  franchises  pertaining  to  the  said  seven  hundred  and  eighty-six 
miles  of  completed  road;  said  Income  Mortgage  reciting  and  setting 
out  therein  a  certain  agreement  of  March  1,  1876,  and  providing  for 
the  purpose  of  carrying  said  agreement  into  effect  for  the  issue  of  a 
series  of  bonds  amounting  in  the  aggregate  to  ten  millions  of  dollars 
($10,000,000); 

And  Whereas,  at  the  date  of  this  Indenture  there  have  been 
issued  under  the  said  Income  Mortgage  of  April  1,  1876,  bonds 
amounting  to  the  sum  of  eight  millions  of  dollars,  or  thereabouts; 

And  Whereas,  some  further  issue  of  said  Income  Bonds  may  be 
hereafter  made,  under  and  pursuant  to  the  said  Income  Mortgage, 
not,  however,  exceeding  the  amount  limited  therein; 

And  Whereas,  under  the  provisions  of  said  Income  Mortgage, 
past  due  coupons  and  scrip  certificates  for  such  coupons,  as  provided 
in  Sixth  Article  thereof,  are  outstanding  at  the  date  of  this  Indenture 
to  the  amount  of  two  millions  of  dollars  ($2,000,000),  or  thereabouts; 

And  Whereas,  pursuant  to  the  said  Income  Mortgage,  other  scrip 
certificates  may  hereafter  be  issued  as  therein  provided; 

And  Whereas,  by  virtue  of  the  laws  of  the  State  of  Kansas,  of  the 
State  of  Missouri,  of  the  State  of  Texas,  and  of  certain  laws  enacted 
by  the  Congress  of  the  United  States,  the  party  of  the  first  part  is  the 
owner  of  a  line  of  railway  completed  and  operated  between  the  fol- 
lowing points,  to-wit:  From  Hannibal,  in  the  State  of  Missouri,  ex- 
tending southwesterly  through  said  State,  via  Sedalia,  to  and  into  the 
southerly  portion  of  the  State  of  Kansas,  and  to  the  southern  bound- 
ary line  thereof,  and  thence  through  the  Indian  Territory  to  Deni- 
son,  in  the  State  of  Texas;  also,  a  line  extending  from  Parsons,  Kan- 


15 

sas,  northeasterly  to  Junction  City,  in  said  State  of  Kansas,  and  also 
a  line  extending  from  Holden,  Missouri,  to  Paola,  in  the  State  of 
Kansas,  being  in  all  seven  hundred  and  eighty-six  miles  of  railway, 
more  or  less,  and  which  is  hereinafter  more  particularly  described, 
and  to  which  the  lien  of  the  said  mortgages  of  February  i,  187 1,  and 
April  1,  1876,  extends  and  is  limited; 

And  Whereas,  the  party  of  the  first  part,  under  and  by  virtue  of 
the  laws  of  the  States  of  Missouri,  Kansas,  and  Texas,  and  the  acts 
of  Congress  of  July  25  and  26,  1866,  is  entitled  to  build  or  acquire 
branches  and  extensions  of  its  constructed  and  existing  line  of  rail- 
way; 

And  Whereas,  the  said  party  of  the  first  part  is  free  from  floating 
debts,  except  for  such  amount  as  is  herein  provided  for;  but  whereas 
the  said  party  of  the  first  part  will  require  the  money  herein  contem- 
plated to  be  raised  in  order  to  exchange,  retire,  or  provide  for  its 
above  recited  existing  bonded  or  funded  indebtedness,  as  hereinafter 
provided,  and  in  order  to  complete  its  railway  system,  so  that  it  can 
transact  the  railway  business  of  the  rapidly  growing  regions  natur- 
ally tributary  to  its  lines,  and  for  that  purpose,  as  well  as  to  hold  and 
protect  the  value  of  its  franchises,  property  and  business,  the  said 
party  of  the  first  part  contemplates  the  construction  and  acquisition  of 
extensions  and  branches  of  its  existing  road,  including  such  extensions 
and  branches  as  are  now  authorized,  and  such  as  may  be  hereafter 
authorized;  the  construction  and  completion  of  road,  as  aforesaid, 
to  include  the  making  of  betterments  on  existing  or  future  acquired 
or  constructed  road;  the  procuring  of  rights  of  way,  depot  grounds, 
the  erection  of  machine  shops,  depots,  the  purchase  of  equipment, 
and  the  acquiring  of  all  the  usual  appurtenances  of  a  railway,  and 
the  usual  and  proper  facilities  for  the  transaction  of  the  business  of 
its  railway; 

And  Whereas,  the  stockholders  of  the  party  of  the  first  part  at 
their  annual  meeting  held  on  the  19th  day  of  May,  1S80,  adopted  a 
resolution  authorizing  the  creation  of  a  General  Consolidated  Mort- 
gage upon  the  franchises  and  property  of  the  party  of  the  first  part, 
to  secure  a  contemplated  issue  of  bonds  to  the  amount  of  forty-five 
millions  of  dollars  ($45,000,000),  for  the  purposes  aforesaid  recited, 
and  in  this  instrument  hereinafter  more  fully  stated  and  described; 

And  Whereas,  similar  action  was  taken  by  the  stockholders  of 
the  party  of  the  first  part  at  a  special  meeting  thereof  duly  convened 


i6 

and  held  at  Parsons,  Kansas,  on  the   17th  day  of  November,  1880, 
authorizing  the  execution  of  this  Indenture; 

And  Whereas,  this  Indenture  has  also  been  authorized  by  the  ac- 
tion of  the  Board  of  Directors  ot  the  party  of  the  first  part; 

And'Whereas,  in  pursuance  of  said  resolution  and  authority  and 
as  authorized  to  do  by  law,  the  party  of  the  first  part  has  determined 
to  issue  said  bonds  to  the  extent  of  forty-five  millions  of  dollars 
($45,000,000),  and  to  secure  the  payment  of  the  same,  principal  and 
interest,  by  this  deed  of  trust;  the  said  bonds  to  be  payable,  princi- 
pal and  interest,  in  gold  coin  of  the  United  States,  of  or  equal  in 
weight  and  fineness  to  the  present  standard;  the  said  bonds  to  stand 
equally  and  ratably  secured  hereby  without  any  preference  whatever 
arising  from  time  of  issue  or  otherwise,  and  to  be  issued  as  required 
for  the  purposes  aforesaid,  and  in  manner  and  on  the  conditions  as 
herein  provided,  and  each  of  said  bonds  to  be  duly  executed  by  and 
under  the  seal  of  the  party  of  the  first  part,  signed  and  attested  by 
its  President  and  Secretary,  and  the  interest  warrants  to  be  authenti- 
cated by  or  with  the  name  of  the  Secretary,  and  upon  each  of  said 
bonds  being  so  signed,  sealed,  executed  and  authenticated,  they  are 
to  be  countersigned  or  certified  by  the  said  party  of  the  second  part  in 
its  capacity  as  Trustee,  which  countersigning  or  certifying  shall  be 
conclusive,  and  the  only  sufficient  proof  that  the  said  bond  is  secured 
by  this  Indenture,  and  each  of  which  bonds  is  substantially  in  the  fol- 
lowing form: 

United  States  of  America. 

MISSOURI,   KANSAS   AND  TEXAS   RAILWAY 

COMPANY. 

general  consolidated  mortgage  bond. 

No. $1000. 

Forty  years  after  date,  for  value  received,  the  Missouri,  Kansas 
and  Texas  Railway  Company,  a  corporation  created  by  the  laws  of 
Kansas,  and  under  the  authority  of  Acts  of  Congress  and  of  the  Leg- 
islatures of  the  States  of  Missouri,  Kansas,  and  Texas,  owning  lines  of 
railway  in  said  States  and  through  the  Indian  Territory,  promises  to 
pay  in  gold  coin  of  the  United  States  of  America,  of  or  equal  to  the 
present  standard  of  value,  to  the  holder  of  this  bond,  or  in  case  this 
bond  be  registered,  then  to  the  registered  owner  thereof,  at  its  finan- 


i7 

cial  agency  in  the  City  of  New  York,  one  thousand  dollars,  and  also 
interest  thereon,  at  the  rate  of  six  per  centum  per  annum,  payable 
semi-annually  in  like  gold  coin,  on  the  first  days  of  June  and  Decem- 
ber in  each  year,  on  the  presentation  and  surrender  of  the  respective 
interest  coupons  hereto  annexed  at  the  financial  agency  aforesaid. 

This  bond  is  one  of  a  series  of  forty-five  thousand  bonds,  each  of 
the  denomination  of  one  thousand  dollars,  numbered  from  one  to 
forty-five  thousand  inclusive,  the  payment  of  the  principal  and  inter- 
est of  which  is  secured  by  a  deed  of  trust,  of  even  date  herewith, 
conveying  to  the  Mercantile  Trust  Company,  in  trust  for  the  holders 
of  said  bonds,  the  entire  railways,  rolling  stock,  equipment,  fran- 
chises, leaseholds,  lands  and  land  grants,  property  and  income  of 
said  Company,  as  specified  in  said  deed  of  trust. 

If  default  shall  be  made  in  the  payment  of  any  semi-annual  install- 
ment of  interest  on  this  bond  when  the  same  shall  become  due,  and 
be  demanded,  and  shall  remain  unpaid  for  six  months  after  such  de- 
mand, the  principal  of  this  bond  shall  become  due  and  payable  in 
the  manner  provided  in  the  said  deed  of  trust.  The  said  Company 
and  all  of  its  property  is  liable  to  pay  this  bond,  but  stockholders  of 
the  Company  are  not  individually  liable  thereon  or  in  respect  thereto. 

Said  Company  hereby  waives  the  benefit  of  any  extension,  stay,  or 
appraisement  laws  now  existing,  or  that  may  hereafter  exist. 

This  bond  is  to  be  valid  only  when  authenticated  by  a  certificate 
indorsed  hereon,  signed  by  the  Trustee,  to  the  effect  that  it  is  one  of 
the  bonds  secured  by  the  said  deed  of  trust. 

In  Witness  Whereof,  the  said  Company  has  caused  its  corporate 
name  to  be  hereto  signed  by  its  President,  and  its  corporate  seal  to 
be  hereunto  affixed,  attested  by  its  Secretary,  this  the  first  day  of 
December,  1880,  and  the  annexed  interest  coupons  to  be  executed 
with  the  engraved  signature  of  its  Secretary. 

Missouri,  Kansas  and  Texas  Railway  Company, 

Attest:  By ,  President. 

,  Secretary. 

FORM  OF  COUPON  OR  INTEREST  WARRANT. 


No. $30.00. 

The  Missouri,  Kansas  and  Texas  Railway  Company  will  pay 
the  bearer,  at  its  financial  agency  in  the  City  of  New  York,  Thirty 
Dollars  in  United  States  gold  coin,  on  the  day  of  188  , 

being  six  months'  interest  then  due  on  its  General  Con- 
solidated Mortgage  Bond,  No. 

,  See  ret ary. 


i8 

And  each  of  said  bonds  shall  have  endorsed  thereon  the  following 
Certificate  of  the  Trustee: 

"  Trustee's  Certificate." 

"It  is  hereby  certified  that  the  within  bond  is  one  of  the  bonds 
secured  by  the  said  deed  of  trust  within  mentioned. 

Trustee." 

Which  said  bonds  shall  also  have  endorsed  thereon  the  follow- 
ing, viz: 

"  This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books  of 
said  Company  in  the  City  of  New  York;  after  registration  of  owner- 
ship certified  hereon  by  the  transfer  agent  of  said  Company,  no  fur- 
ther transfer  except  on  the  books  of  the  Company  shall  be  valid, 
unless  transferred  to  bearer  on  said  books,  after  which  this  bond 
shall  pass  by  delivery  as  at  first,  but  shall  continue  subject  to  regis- 
tration and  transfer  to  bearer  successively,  at  the  option  of  each 
holder." 

Now  therefore,  this  Indenture  witnesseth,  that  the  said  party 
hereto  of  the  first  part,  for  and  in  consideration  of  the  premises,  and 
of  the  sum  of  one  dollar  to  it  duly  paid  by  the  party  hereto  of  the 
second  part,  and  in  order  to  secure  the  payment  of  the  principal  and 
interest  of  the  bonds  secured  hereby  according  to  the  tenor  thereof, 
and  in  the  manner  herein  provided,  hath  granted,  bargained,  sold,  as- 
signed, transferred  and  conveyed,  and  by  these  presents  doth  grant, 
bargain,  sell,  assign,  transfer  and  convey  unto  the  said  party  of  the 
second  part,  its  lawful  successor  or  successors,  in  the  trust  hereby 
created,  and  assigns: 

First. — 'All  and  singular  the  railroad,  as  the  same  is  constructed 
and  operated,  extending  from  Junction  City,  in  Davis  county,  and 
State. of  Kansas,  down  the  valley  of  the  Neosho  River,  through  the 
counties  of  Davis,  Morris,  Lyon,  Coffee,  Woodson,  Allen,  Neosho 
and  Labette,  to  a  point  on  the  southern  boundary  line  of  said  State, 
between  the  Neosho  river  and  the  western  boundary  of  Labette 
county,  a  distance  of  one-hundred  and  eighty  two  miles,  more  or  less. 

And  also  all  the  right,  title  and  interest  which  the  party  of  the  first 
part  has,  by  reason  of  the  construction  of  said  line  of  said  road,  to 
and  in  any  land  or  lands  heretofore  granted  by  any  act  of  Congress 
to  the  State  of  Kansas  to  .lid  such  construction,  the  said  lands  being 


19 

the  same,  or  so  much  thereof  as  remained  unsold  at  the  date  hereof, 
which  were  granted  by  acts  of  Congress  to  the  State  of  Kansas,  and 
by  said  State  to  the  Union  Pacific  Railway,  Southern  Branch,  as  set 
forth  in  the  said  mortgage  executed  by  the  party  of  the  first  part  to 
the  Union  Trust  Company,  bearing  date  February  i,  1871,  to  which 
reference  is  hereby  made,  and  also  all  the  right,  title  and  interest  of 
the  said  party  of  the  first  part  in  and  to  the  proceeds  of  such  of  said 
lands  as  may  have  been  sold,  which  heretofore  belonged  to  the  said 
railway  company,  or  in  which  the  said  company  was  in  any  way  in- 
terested, and  which  are  now  unexpended  and  unapplied;  and  also  all 
the  right,  title  and  interest  of  the  said  party  of  the  first  part  in  and 
to  any  proceeds  of  lands  granted  to  the  State  of  Kansas  by  act  of 
Congress,  entitled,  "An  Act  to  appropriate  the  proceeds  of  the  sale 
of  public  lands,  and  to  grant  pre-emption  rights,"  approved  Septem- 
ber 4,  1841,  and  heretofore  sold  by  said  State,  under  and  by  virtue 
of  an  act  of  the  Legislature  of  the  State  of  Kansas,  entitled  "An  Act 
providing  for  the  sale  of  public  lands  to  aid  in  the  construction  of 
certain  railroads,"  approved  February  23,  1866;  and  also  all  the 
right,  title  and  interest  of  the  party  ot  the  first  part  in  and  to  such  of 
the  lands  granted  by  the  act  of  Congress  aforesaid,  which  were  here- 
tofore sold  and  conveyed  by  the  State  of  Kansas  to  the  Land  Grant 
Railway  and  Trust  Company,  and  by  said  company  to  the  party  of 
the  first  part,  together  with  all  and  singular  the  tenements,  heredita- 
ments, rights,  privileges,  easements,  income  advantages  and  appur- 
tenances to  the  said  lands  and  premises  belonging  or  in  anywise  ap- 
pertaining, and  the  reversion  and  reversions,  remainder  and  remain- 
ders, rents,  issues  and  profits  thereof;  and  also  all  the  estate,  right, 
title  and  interest,  property,  claim  and  demand  whatsoever,  at  law  or 
in  equity,  of  the  said  party  of  the  first  part,  of,  in  and  to  the  same, 
and  any  and  every  part  or  parcel  thereof  situated  in  the  State  of 
Kansas. 

Second. — Also,  all  and  singular  the  said  line  of  railroad,  con- 
structed and  operated  from  the  said  southern  boundary  line  of  the 
State  of  Kansas,  southerly  through  the  Indian  Territory  to  the  south- 
ern boundary  line  of  the  State  of  Texas,  to  a  point  at  or  near  the 
town  of  Denison,  in  said  State,  a  distance  of  two  hundred  and  fifty 
miles,  more  or  less;  and  also  all  the  right,  title  and  interest  which  the 
party  of  the  first  part  now  has  or  may  hereafter  acquire  by  reason  of 
constructing  the  extension  of  the  said  line  of  railroad  through  the 
Indian  Territory,  in  and  to  any  lands  granted  by  the  acts  of  Congress 
aforesaid,  or  which  the  said  party  of  the   first   part  now  has  or  may 


20 

hereafter  acquire  under  and  by  virtue  of  a  treaty  or  treaties  from  any 
Indian  nation  or  tribe,  or  otherwise,  howsoever,  appertaining  to  the 
aforesaid  extension,  together  with  all  the  rights,  privileges,  tenements, 
hereditaments  and  appurtenances  that  may  belong  or  appertain 
thereto;  the  land  granted  under  said  acts  of  Congress  being  ten  alter- 
nate sections  of  land  on  each  side  of  said  railroad. 

Whereas,  the  party  of  the  first  part  in  the  mortgage  of  the  Union 
Pacific  Railway  Company,  Southern  Branch,  of  November  14,  1868, 
to  Russell  Sage  and  N.  A.  Cowdrey,  Trustees,  included  therein, 
among  other  property,  the  lands  therein  described; 

And  Whereas,  the  party  of  the  first  part  in  the  said  mortgage  of 
February  1,  i8yi,to  the  said  Union  Trust  Company  included  among 
other  property,  the  lands  and  land  grants  therein  mentioned  and  de- 
scribed; 

And  Whereas,  bonds  under  the  two  last  named  mortgages  remain 
outstanding  and  unpaid  as  hereinbefore  recited; 

And  Whereas,  provision  is  made  in  the  said  mortgages  in  respect 
to  the  sale  of  said  lands,  and  the  appropriation  of  the  proceeds 
thereof  to  the  payment  of  the  bonds  secured  by  the  said  several 
mortgages  in  manner  and  form  as  therein  respectively  set  forth; 

And  Whereas,  the  proceeds  of  said  sale  are,  in  law,  applicable 
to  the  payment  of  the  bonds  under  the  said  mortgages  before  any 
portion  thereof  can  be  applied  to  or  taken  for  the  payment  of  bonds 
issued  under  this  Indenture; 

And  Whereas,  while  the  bonds  or  any  portion  of  them  under  the 
said  two  mortgages  are  outstanding  and  unpaid,  it  would  cause  in- 
convenience and  trouble  to  require  all  contracts,  deeds  and  convey- 
ances to  be  signed  by  the  Trustee  under  this  Indenture; 

Now  it  is  expressly  agreed  by  and  between  the  parties  hereto, 
that,  while  any  of  the  bonds  under  the  said  two  mortgages,  or  either 
of  them,  above  mentioned,  remain  outstanding  and  unpaid,  the  lands 
in  the  said  mortgages  described,  or  any  part  of  them,  may  be  sold  in 
accordance  with  the  provisions  in  the  said  mortgages  contained,  and 
the  proceeds  applied  to  the  payment  of  the  bonds  secured  thereby 
the  same  as  if  this  Indenture  had  not  been  made,  and  as  to  the  same 
this  Indenture  shall  constitute  no  lien  after  such  sale  has  been  made 
upon  the  lands  in  the  hands  of  the  purchaser  or  purchasers  thereof, 
and  no  release  or  conveyance  by  the  party  of  the  second  part  hereto 


21 

is  or  shall  be  necessary  to  give  title  to  the  purchaser  or  purchasers 
thereof  free  from  the  lien  of  this  Indenture,  anything  in  the  above 
clauses  First  and  Second  to  the  contrary  notwithstanding. 

And  it  is  further  expressly  agreed  by  and  between  the  parties  here- 
to, that  when  the  bonds  secured  by  the  said  two  mortgages  above 
mentioned  are  fully  paid  or  retired  and  cancelled,  and  the  said  mort- 
gages satisfied,  that  then  and  in  such  case  all  of  the  provisions  of  the 
Ninth  Article  of  the  said  mortgage  of  February  i,  1871,  shall  be  con- 
sidered and  taken  as  a  part  of  this  instrument  as  fully  to  all  intents 
and  purposes  as  if  it  were  incorporated  herein,  substituting,  however, 
the  party  of  the  second  part  hereto  in  the  place  of  the  said  Union 
Trust  Company,  and  the  bonds  issued  hereunder  in  place  of  those 
issued  under  the  said  mortgage  of  February  1,  187 1;  provided,  how- 
ever, that  the  proceeds  of  the  sales  of  said  lands,  less  taxes  and  the 
expenses  of  selling  said  land,  shall  be  used  to  pay  the  interest  on  the 
bonds  secured  hereby  as  the  same  shall,  from  time  to  time,  fall  due. 

Third. — All  and  singular  the  railroad,  as  the  same  is  now  con- 
structed, extending  from  Sedalia,  in  Pettis  county,  in  the  State  of 
Missouri,  to  the  western  boundary  of  said  State,  a  distance  of  one 
hundred  miles,  more  or  less,  being  the  railroad  acquired  by  the  party 
of  the  first  part  by  purchase  from  the  Tebo  and  Neosho  Railroad 
Company,  as  hereinbefore  mentioned. 

Fourth. — All  and  singular  the  railroad  which  the  party  of  the  first 
part  acquired  from  the  Labette  &  Sedalia  Railway  Company  which 
is  now  constructed  from  the  town  of  Parsons,  in  Labette  county, 
in  the  State  of  Kansas,  on  the  main  line  of  the  railroad  of  the  party 
of  the  first  part,  northeasterly,  through  Labette,  Neosho,  Crawford 
and  Bourbon  counties,  to  the  boundary  line  between  the  States  of 
Kansas  and  Missouri,  and  to  the  point  in  said  boundary  line,  where 
the  same  intersects  the  railroad  acquired  by  the  said  party  of  the  first 
part,  from  the  Tebo  and  Neosho  Railroad  Company,  as  aforesaid,  a 
distance  of  sixty  miles,  more  or  less. 

Fifth. — All  and  singular  the  railroad  constructed  from  the  town  of 
Holden,  on  the  Missouri  Pacific  Railroad,  in  the  county  of  Johnson, 
State  of  Missouri,  thence  into  and  through  the  municipal  township  of 
Camp  Branch,  and  into  and  through  the  municipal  township  of  Crand 
River,  and  into  and  through  the  corporate  limits  of  the  City  of  Har- 
risonville,  in  Cass  county,  and  thence  to  the  western  boundary  line 
of  the  State  of  Missouri,  in  the  direction  of  the  town  of  Paola,  in  the 
State  of  Kansas,  a  distance  of  about  thirty-eight  miles,  subject  to  the 


22 

existing  lease  thereof  to  the  Missouri  Pacific  Railway  Company, 
together  with  all  lands,  tenements,  and  hereditaments  acquired  or  to 
be  acquired,  for  rights  of  way  for  the  said  portion  of  railroad  hereby 
conveyed,  and  all  the  appurtenances  thereto  belonging,  and  also  all 
lands  acquired  and  appropriated,  or  to  be  acquired  and  appropri- 
ated, for  depots,  superstructures,  buildings,  erections,  and  fixtures  on 
the  said  line  of  railroad,  and  all  tracks,  bridges,  viaducts,  culverts, 
fences,  and  all  houses  and  buildings  thereon  or  appertaining  thereto. 

Sixth. — So  much  of  the  line  of  railway  heretofore  belonging  to  the 
Neosho  Valley  and  Holden  Railway  Company,  and  heretofore  con- 
solidated and  made  one  corporation,  with  and  under  the  name  of  the 
party  hereto  of  the  first  part,  as  extends  from  the  point,  on  the  east- 
ern boundary  line  of  the  State  of  Kansas,  where  the  railway  last 
above  mentioned  crosses  said  boundary  line  from  Cass  county,  Mis- 
souri, to  the  town  of  Paola,  Kausas,  a  point  on  the  line  of  said  road; 
distant  fifteen  miles  westerly  from  said  boundary  line,  subject  to  the 
lease  last  aforesaid  mentioned,  together  with  all  lands,  tenements  and 
hereditaments  acquired  or  to  be  acquired  for  rights  of  way  for  the 
said  portinn  of  railroad  hereby  conveyed,  and  all  appurtenances 
thereto  belonging,  and  also  all  lands  acquired  and  appropriated,  or 
to  be  acquired  or  appropriated,  for  depots,  superstructures,  build- 
ings, erections,  and  fixtures  on  the  said  line  of  railroad,  and  all  tracks, 
bridges,  viaducts,  culverts,  fences,  and  all  houses  and  buildings 
thereon  or  appertaining  thereto. 

Seventh. — All  and  singular  the  railroad  of  the  party  hereto  of  the 
first  part,  now  constructed  and  in  operation,  extending  from  Sedalia, 
in  the  State  of  Missouri,  northerly  to  Moberly,  in  said  State,  a  dis- 
tance of  seventy-two  miles,  being  a  part  of  the  railroad  of  the  Tebo 
and  Neosho  Railroad  Company,  conveyed  to  the  said  party  of  the 
first  part,  more  particularly  described  in  the  first  additional  mortgage, 
made  by  the  party  of  the  first  part,  to  the  said  Union  Trust  Compa- 
ny, dated  June  i,  1872,  to  which  reference  is  hereby  made,  together 
with  all  the  rights,  powers,  privileges,  and  franchises  belonging  or  in 
anywise  appertaining  thereto. 

Eighth. — The  entire  railroad  of  and  belonging  to  the  said  party  of 
the  first  part,  situate,  lying,  and  being  and  extending  from  its  eastern 
terminus  in  the  City  of  Hannibal,  in  the  State  of  Missouri,  westerly 
through  the  counties  of  Marion,  Ralls  and  Monroe,  to  the  town  of 
Moberly,  in  the  county  of  Randolph,   as  the  same  has  been  hereto- 


23 

fore  and  is  now  constructed,  maintained  and  operated,  being  seventy 
miles  in  length. 

And  also,  all  lands  and  real  estate  of  every  kind  and  nature,  and 
wheresoever  the  same  may  be  situate,  of  or  belonging  to  the  said 
party  of  the  first  part,  and  owned,  used,  occupied,  and  enjoyed  in  the 
construction,  maintenance  and  operation  of  said  last  described  rail- 
road, together  with  all  depots,  station-houses,  freight-houses,  car- 
houses,  machine  shops,  cattle  yards,  all  other  buildings,  erections, 
tenements,  structures,  and  fixtures,  and  all  machinery,  tools,  rails, 
ties,  tracks,  bridges,  viaducts,  culverts,  fences,  or  other  constructions, 
or  superstructures  to  the  said  railroad  belonging  or  appertaining 
thereto. 

All  of  the  said  aforesaid  described  railroads  taken  together  being 
about  seven  hundred  and  eighty-six  miles  in  length. 

Any  lands  or  land  scrip  certificates  to  which  the  party  of  the  first 
part  is  or  may  hereafter  be  entitled,  or  shall  receive  by  reason  of  the 
construction  of  railroad  in  Texas,  are  not  covered  by  this  Indenture 
or  the  lien  thereof,  but  may  be  sold  by  said  party  of  the  first  part, 
which  party,  however,  hereby  covenants  to  use  the  proceeds  o.f  any 
such  sale  strictly  in  payment  of  the  interest  or  principal  of  the  bonds 
issued  under  and  secured  by  this  Indenture. 

Ninth. — And  also  all  the  following  property,  real  and  personal, 
now  owned,  or  which  may  be  at  any  time  hereafter  acquired  by  the 
party  of  the  first  part,  for  the  use  of  any  or  all  the  railroads  above 
described,  namely,  all  the  lands,  tenements,  and  hereditaments,  and 
rights  of  way,  and  all  lands  appropriated  for  depots,  superstructures, 
buildings,  erections  and  fixtures;  and  also  all  tracks,  bridges,  via- 
wducts,  culverts,  fences  and  other  structures,  depots,  engine-houses, 
car-houses,  freight-houses,  wood-houses  and  other  buildings;  and  all 
machine  shops  and  other  shops;  and  also,  all  locomotives,  tenders, 
cars  and  other  rolling  stock  or  equipments;  and  also,  all  machinery, 
tools,  implements,  fuel,  supplies  and  materials  for  constructing,  oper- 
ating, repairing  or  replacing  the  said  railroads,  or  any  or  either  of 
them;  and  also,  all  corporate  and  other  franchises,  powers,  rights  and 
privileges  now  held  and  owned  by  the  party  of  the  first  part,  pertain- 
ing to  the  said  seven  hundred  and  eighty-six  miles  of  constructed 
road. 

And  Whereas,  the  party  of  the  first  part,  under  and  by  virtue  of 
the  laws  of  the  States  of  Kansas,  Missouri  and  Texas  and  the  afore- 


24 

said  Acts  of  Congress  of  July  25  and  26,  is  entitled  to  build  or  ac- 
quire by  purchase,  consolidation  or  otherwise,  extensions  and 
branches  of  its  said  road  in  the  said  States  and  in  the  Indian  Terri- 
tory. 

And  Whereas,  the  party  of  the  first  part,  under  the  Act  of  the 
Texas  Legislature  passed  August  2,  1870,  is  authorized  to  extend  its 
railroad  from  its  present  terminus  at  Denison  through  the  State  of 
Texas  to  the  Rio  Grande  River,  with  a  view  of  extending  the  same 
to  the  City  of  Mexico,  and  has  also  the  right  to  construct  branches 
in  the  said  State  of  Texas,  by  virtue  of  said  last  mentioned  act,  and 
the  right  to  purchase,  join  stocks  and  unite  or  consolidate  with  any 
connecting  railroad  company  with  the  approval  and  consent  of  a 
majority  in  interest  of  the  stockholders,  and  to  acquire  and  merge 
into  itself  all  or  any  part  of  the  property,  rights,  and  privileges  and 
franchises  of  such  other  company  as  therein  provided; 

And  Whereas,  the  said  party  of  the  first  part  has  resolved  to  ex- 
tend its  line  to  the  Rio  Grande,  either  by  direct  or  sole  construction 
on  its  own  account,  or  by  joint  construction  or  arrangement  with 
other  companies,  as  may  be  found  most  expedient,  and  likewise  to 
build  or  acquire  other  branches  and  extensions  in  Texas  and  else- 
where; 

And  Whereas,  franchises  pertaining  to  road  not  now  constructed 
are  not  embraced  in  the  said  mortgages  of  February  1st,  187 1,  and 
April  1st,  1876,  which  point  has  been  so  adjudged  and  decided  by 
the  United  States  Circuit  Court  for  the  District  of  Kansas; 

And  Whereas,  to  provide  the  means  for  building  and  acquiring 
such  branches  and  extensions,  an  issue  of  bonds,  to  be  secured  by 
this  Indenture,  at  the  rate  of  not  exceeding  twenty  thousand  dollars 
per  mile  of  road,  has  been  authorized  by  the  Board  of  Directors  and 
by  the  stockholders  of  the  party  of  the  first  part,  at  the  meetings 
hereinbefore  referred  to; 

Now,  therefore,  the  said  party  of  the  first  part  (in  addition  to 
the  seven  hundred  and  eighty-six  miles  of  road  hereinbefore  particu- 
larly described,  in  respect  to  which  the  said  mortgages  of  February 
1st,  187 1,  and  April  1st,  1876,  to  the  extent  of  all  valid  and  subsist- 
ing indebtedness  thereunder  or  authorized  thereby,  are  prior  in  lien 
to  this  Indenture),  doth,  by  these  presents,  grant,  bargain,  sell,  as- 
sign, transfer  and  convey  unto  the  said  party  of  the  second  part 
herein,  all  of  its  franchises  under  the  said  Texas  Act  of  August  2d, 


25 

1S70,  before  referred  to,  in  respect  to  the  line  of  road  to  be  con- 
structed or  acquired,  from  the  existing  terminus  of  its  road  at  Deni- 
son  to  thp  Rio  Grande,  and  all  branches  which  it  is  authorized  or 
may  hereafter  be  authorized  to  construct  in  the  State  of  Texas,  and 
in  the  Indian  Territory,  and  in  the  States  of  Missouri,  Kansas  and 
elsewhere,  and  all  and  singular  its  railroads  and  branches  to  be  con- 
structed or  acquired  under  its  existing  charters,  constituent  acts,  or 
any  amendments  thereof,  and  also  including  in  the  grant  and  con- 
veyance herein  and  hereby  made,  all  roads  now  owned  by  it  and  all 
that  it  may  hereafter  own,  whether  built  by  itself  or  acquired  by  pur- 
chase, consolidation  or  otherwise,  and  all  leasehold  rights  which 
may  be  acquired  in  other  roads,  and  all  rights  acquired  or  to  be  ac- 
quired in  other  roads,  under  contracts  for  the  sole  or  joint  use 
thereof  by  the  party  of  the  first  part,  and  also  all  the  lands,  tene- 
ments and  hereditaments  acquired  or  appropriated,  or  which  may 
hereafter  be  aquired  or  appropriated  for  the  purpose  of  a  right  of 
way  for  said  railroad,  its  extensions  and  branches,  and  all  the  ease- 
ments or  appurtenances  thereunto  belonging  or  in  anywise  apper- 
taining, and  all  railways,  ways  and  rights  of  way,  depot  grounds, 
tracks,  bridges,  viaducts,  culverts,  fences  and  other  structures,  de- 
pots, station-houses,  engine-houses,  car-houses,  freight-houses,  wood- 
houses,  ware-houses,  machine  shops,  workshops,  superstructures, 
erections  and  fixtures,  whether  now  held  or  hereafter  at  any  time  ac- 
quired for  the  use  of  said  railroad,  its  extensions  and  branches,  or  in 
connection  therewith,  or  the  business  thereof,  also  all  locomotives, 
tenders,  cars  and  other  rolling  stock  or  equipments,  and  all  rails,  ties, 
chairs  and  machinery,  tools,  implements,  fuel  and  materials  whatso- 
ever, for  or  in  respect  of  the  constructing,  operating,  repairing,  or 
replacing  said  railroad  or  any  part  thereof,  or  convenient  or  neces- 
sary for  use  for  the  purposes  thereof,  whether  now  held  and  owned 
or  hereafter  to  be  acquired  by  the  said  party  of  the  first  part,  to- 
gether with  all  the  equipments  or  appurtenances  whatsoever  there- 
unto belonging,  whether  now  held  or  hereafter  acquired,  and  all  fran- 
chises connected  with  or  relating  to  said  railroad,  its  extensions  and 
branches,  or  the  construction,  maintenance  or  use  thereof,  now  held 
or  hereafter  acquired  by  the  party  of  the  first  part,  and  all  corporate 
franchises  of  any  nature  relating  thereto,  including  the  franchise  to 
be  a  corporation  and  operate  said  railroad,  which  are  now  or  may 
hereafter  be  possessed  or  exercised  by  the  party  of  the  first  part,  to- 
gether with  all  and  singular  the  endowments,  income  and  advan- 
tages, tenements,  hereditaments  and    appurtenances  to  the  above- 


26 

mentioned  railroad  premises  or  property  belonging  or  in  anywise  ap- 
pertaining, and  the  reversion  and  reversions,  remainder  and  remain- 
ders, tolls,  incomes,  rents,  issues  and  profits  thereof;  and  alio  all  the 
estate,  right,  title,  interest,  property,  possession,  claim  and  demand 
whatsoever,  in  law  as  well  as  in  equity,  present  or  prospective,  of  the 
said  party  of  the  first  part,  of,  in  and  to  the  same  and  every  part 
and  parcel  thereof,  with  the  appurtenances;  To  have  and  to  hold, 
The  above  described  premises,  property,  rights,  franchises  and  ap- 
purtenances unto  the  said  party  of  the  second  part,  and  its  success- 
ors and  assigns  forever,  to  the  only  proper  use,  benefit  and  behoof, 
of  the  party  of  the  second  part,  its  successors  and  assigns. 

In  trust,  nevertheless,  for  the  equal  pro  rata  benefit  and  se- 
curity of  all  and  every  the  persons  or  corporations  who  may  be  or 
become  holders  of  any  of  the  bonds  issued  hereunder,  without  any 
preference  or  priority  of  any  one  bond  over  another,  or  by  reason  of 
priority  in  time  of  issue  or  of  negotiation  thereof,  or  otherwise,  and 
for  the  uses  and  purposes  herein  declared  and  expressed. 

The  said  Railway  Company,  the  said  party  of  the  first  part,  hereby 
covenants  and  agrees  to  and  with  the  said  trustee,  the  said  party  of 
the  second  part,  for  the  benefit  of  the  bondholders  secured  hereby,  that 
it  Will  pay  all  lawful  taxes  and  assessments  upon  said  property  here- 
by mortgaged,  at  any  time  legally  levied  and  assessed  thereon;  that 
it  will  suffer  no  mechanics',  statutory  or  laborers'  liens,  which  shall 
have  priority  to  this  mortgage,  to  be  created  or  placed  on  any  part 
or  portion  of  said  railways,  or  any  part  of  the  estate  and  property 
hereby  mortgaged,  to  the  end  that  the  priority  of  this  Inden- 
ture shall,  at  all  times,  be  maintained;  that  it  shall  and  will, 
at  all  times,  when  demanded  by  the  trustee,  keep  insured  its  rolling 
stock,  tools  and  machinery,  its  buildings,  bridges,  and  all  other 
structures  erected,  or  to  be  erected,  on  the  aforesaid  premises,  and 
all  other  property  provided  for  use  in  connection  with  the  said  rail- 
ways herein  described,  usually  insured  by  railway  companies,  and  in 
the  same  manner,  and  to  the  same  extent;  and. that  it  shall  and  will 
diligently  preserve  all  the  rights  and  franchises  to  it  granted  and  upon 
it  conferred,  and  shall  and  will,  at  all  times,  maintain,  preserve  and 
keep  the  same,  and  every  part  thereof,  with  the  rolling  stock,  fixtures 
and  appurtenances,  and  every  part  and  parcel  thereof,  in  good  repair, 
working  order  and  condition,  and  supplied  with  all  necessary  motive 
power,  rolling  stock  and  equipment,  and  shall  and  will,  from  time  to 
time,  make   all   needful  and  proper  repairs,  renewals   and   replace- 


27 

ments,  useful  and  proper  alterations,  additions,  betterments  and  im- 
provements. 

And  the  said  Railway  Company  further  covenants,  that  it  will  not 
issue,  negotiate,  sell,  or  otherwise  dispose  of  the  consolidated  bonds  to 
be  issued  hereunder,  in  any  manner  inconsistent  with  the  provisions  of 
these  presents  and  its  covenants  and  agreements  in  that  behalf  herein 
contained,  and  that  it  will  apply  the  proceeds  thereof  exclusively  for 
the  purpose  herein  stated  and  provided  for. 

And  for  the  purpose  of  securing  to  the  holders  of  any  of  the  said 
bonds  to  be  issued  hereunder,  that  none  of  said  bonds  shall  be  issued 
except  as  herein  provided,  it  is  hereby  stipulated  and  agreed  by  the 
said  party  of  the  first  part,  that  the  said  trustee  herein,  or  his  succes- 
sor or  successors  in  said  trust,  shall  certify  and  deliver  said  bonds  only 
as  follozvs  : 

Section  First. — Bonds  numbered  from  one  to  twenty-two  hundred 
and  ninety-six,  both  inclusive,  amounting  in  the  aggregate  to  two 
million  two  hundred  and  ninety-six  thousand  ($2,296,000)  dollars,  or 
so  many  thereof  as  shall  be  necessary,  are  to  be  issued  and  used  only 
in  exchange  for  bonds  equal  in  amount  and  now  outstanding  hereto- 
fore issued  by  the  Union  Pacific  Railway  Company,  Southern  Branch. 

Section  Second. — Bonds  numbered  from  twenty-two  hundred  and 
ninety-seven  to  twenty-six  hundred  and  forty-five,  both  inclusive, 
amounting  in  the  aggregate  to  three  hundred  and  forty-nine  thous- 
and ($349,000)  dollars,  or  so  many  thereof  as  shall  be  necessary,  are 
to  be  issued  and  used  only  in  exchange  for  bonds  equal  in  amount 
and  now  outstanding,  heretofore  issued  by  the  Tebo  and  Neosho 
Railroad  Company. 

Section  Third. — Bonds  numbered  from  twenty-six  hundred  and 
forty-six  to  thirty-four  hundred  and  forty-five,  both  inclusive, 
amounting  in  the  aggregate  to  eight  hundred  thousand  ($800,000) 
dollars,  or  so  many  thereof  as  shall  be  necessary,  are  to  be  issued 
and  used  only  in  exchange  for  bonds  equal  in  amount,  and  now  out- 
standing, heretofore  issued  by  the  Hannibal  and  Central  Missouri 
Railroad  Company. 

Section  Fourth. — Bonds  numbered  from  thirty-four  hundred  and 
forty-six  to  eighteen  thousand  two  hundred  and  seventeen,  both  in- 
clusive, amounting  in  the  aggregate  to  fourteen  millions  seven  hund- 
and  seventy-two  thousand  ($14,772,000)  dollars,  or  so  many  thereof 
as  shall  be  necessary,  are  to  be  issued  and  used  in  exchange  for  bonds 


28 

equal  in  amount  and  now  outstanding,  heretofore  issued  by  the  party 
of  the  first  part  under  its  said  Consolidated  Mortgage  of  February  i, 
1871,  and  the  several  additional  mortgages  hereinbefore  recited  as 
having  been  executed  under  and  pursuant  to  the  Tenth  Article  of 
the  said  last  mentioned  mortgage;  but  the  said  bonds  may  also  be 
issued  and  used  as  hereinafter  provided  in  Section  Thirteenth  of  this 
Indenture. 

Section  Fifth. — In  case  the  present  outstanding  issues  of  bonds, 
under  the  said  mortgage  of  February  1st,  1871,  and  the  several  addi- 
tional mortgages  shall  be  increased  by  reason  of  the  exchange  there- 
for as  therein  provided,  of  the  underlying  or  divisional  mortgages 
therein  mentioned,  and  hereinbefore  referred  to  in  Articles  first,  sec- 
ond and  third,  then  the  bonds  set  apart  and  reserved  as  above  for 
exchange  of  the  said  several  underlying  or  divisional  mortgage  bonds 
in  said  Articles  first,  second  and  third,  may  be  issued  and  used  in  ex- 
change for  the  said  consolidated  bonds,  issued  to  take  up  such  divi- 
sional mortgage  bonds. 

Section  Sixth. — Bonds  numbered  from  eighteen  thousand  two  hun- 
dred and  eighteen  to  twenty-eight  thousand  two  hundred  and  seven- 
teen, both  inclusive,  amounting  in  the  aggregate  to  ten  millions  ($10,- 
000,000)  dollars,  and  hereby  set  apart  and  reserved  for  the  purpose 
of  retiring  on  such  plan  and  terms  as  may  be  adopted  by  the  Board 
of  Directors  of  the  party  of  the  first  part,  the  Income  bonds  issued, 
or  which  may  be  issued  under  the  the  mortgage  of  April  1st,  1876, 
and  the  Coupons  or  Scrip  Certificates  representing  interest  accrued 
thereon,  pursuant  to  the  terms  of  the  said  last  mentioned  mortgage, 
to  the  extent  to  which  the  same  are  or  shall  be  valid  subsisting  debts 
against  the  party  ol  the  first  part;  and  if  the  Board  of  Directors  shall 
resolve  to  issue  bonds  for  the  purpose  in  this  section  mentioned  at  a 
less  rate  of  interest  than  six  per  cent,  per  annum,  the  said  bonds 
shall  bear  the  numbers  above  specified  in  this  section,  and  the  same 
and  the  coupons  shall  be  in  the  same  form  as  the  six  per  cent,  bonds 
and  coupons,  except  only  such  changes  therein  as  may  be  made 
necessary  because  of  the  change  in  the  rate  of  interest. 

Section  Seventh. — Until  the  provisions  herein  made  and  to  be 
made  hereunder  for  the  exchange  of  bonds  hereunder  for  outstanding 
bonds,  coupons,  and  scrip  certificates  shall  have  been  actually  ac- 
cepted by  the  holders  of  such  securities,  such  holders  shall  have  no 
right  to  compel  the  party  of  the  first  part  to  give  them  the  benefit  of 


29 

such  provisions  for  the  exchange  of  bonds  issued  hereunder  for  such 
outstanding  bonds,  coupons,  and  scrip  certificates. 

Section  Eighth. — Bonds  numbered  from  twenty-eight  thousand  two 
hundred  and  eighteen  to  thirty  thousand  two  hundred  and  seventeen, 
both  inclusive,  amounting  in  the  aggregate  to  $2,000,000,  may  be 
issued  and  used  for  the  purpose  of  providing  such  new  equipment 
and  rolling  stock  and  new  additions  to  the  property  as  the  business 
of  the  party  of  the  first  part  may  require;  and  any  part  of  said  amount 
of  $2,000,000,  which,  in  the  judgment  of  the  Board  of  Directors,  is 
not  required  for  such  purposes,  may  be  used  to  pay  any  of  the 
debts,  obligations,  or  liabilities  of  the  party  of  the  first  part,  and 
bonds  therefor  may  be  certified  by  the  Trustee  on  the  resolution  of 
the  Board  of  Directors  or  Executive  Committee  of  the  party  of  the 
first  part. 

Section  Ninth. — The  remaining  bonds,  being  those  numbered  from 
thirty  thousand  two  hundred  and  eighteen  to  forty-five  thousand, 
both  inclusive,  and  amounting  in  the  aggregate  to  fourteen  millions, 
seven  hundred  and  eighty-three  thousand  ($14,783,000,)  dollars,  are 
to  be  issued  and  used  at  not  exceeding  the  rate  of  twenty  thousand 
dollars  per  mile,  in  securing  the  construction  and  acquisition,  or 
either,  of  the  extensions  and  branches  in  the  State  of  Missouri, 
Kansas,  Texas,  and  elsewhere,  and  in  the  Indian  Territory,  and  into 
the  Republic  of  Mexico,  now  authorized,  or  which  may  hereafter  be 
authorized  by  the  charters  and  constituent  acts  or  amendments 
thereof,  of  the  party  of  the  first  part,  or  concessions  or  authority 
therefor  hereafter  granted  to  or  acquired  by  the  party  of  the  first  part;4 
bonds  to  be  issued  and  delivered  at  the  aforesaid  rate  per  mile  by 
the  Trustee  hereunder,  in  the  case  of  extensions  or  branches  con- 
structed by  the  party  of  the  first  part,  as  sections  of  ten  miles  or 
more  are  completed,  upon  filing  with  said  Trustee  a  certificate  of  the 
excecutive  officer  or  chief  engineer  of  the  party  of  the  first  part,  to 
the  effect  that  so  much  of  such  extensions  or  branches  have  been 
properly  constructed  and  completed;  and  in  the  case  of  the  acquisi- 
tion by  purchase  or  consolidation  of  constructed  roads  in  good  con- 
dition and  repair,  ready  for  use,  bonds  shall  be  issued  and  delivered 
by  the  Trustee  hereunder,  at  not  exceeding  the  said  rate  of  twenty 
thousand  dollars  per  mile  for  each  mile  of  road  so  acquired,  upon 
the  filing  with  said  Trustee  of  a  certificate  of  the  President  of  the 
party  of  the  first  part,  to  the  effect  that  such  roads  have  been  pur- 
chased or  acquired  and  made  a  part  of  the  property  of  the  party  of 


3° 

the  first  part;  provided,  however,  that  if  any  railroad  or  railroads 
thus  purchased  or  acquired  shall,  at  the  time  of  such  acquisition,  be 
subject  to  the  lien  of  any  trust  deed  or  mortgage  theretofore  made  to 
secure  bonds  then  outstanding,  no  more  bonds  shall  be  issued  here- 
under than  such  an  amount  as  shall,  together  with  such  outstanding 
bonds,  be  equal  to  the  rate  of  twenty  thousand  dollars  per  mile. 

But  it  is  understood,  however,  that  if  the  party  of  the  first  part 
shall  acquire  what  is  known  as  the  road  of  the  Missouri,  Kansas  and 
Texas  Extension  Railway  Company,  so  that  the  same  becomes  sub- 
ject to  the  lien  of  these  presents,  said  party  of  the  first  part  may  issue 
and  the  Trustee  certify  bonds  hereunder,  at  a  rate  not  exceeding 
twenty  thousand  dollars  per  mile,  if  the  mortgage  executed  by  the 
said  Extension  Company  is  cancelled. 

If  said  road  is  acquired  and  the  mortgage  is  not  cancelled,  said 
party  of  the  first  part  may  issue,  and  the  Trustee  certify  bonds  here- 
under, at  the  rate  of  twenty  thousand  dollars  per  mile,  including  the 
bonds  issued  under  the  mortgage  made  by  the  said  Extension  Com- 
pany. 

Section  Tenth. — It  is  hereby  expressly  understood  and  agreed  be- 
tween the  parties  hereto,  that  the  party  of  the  first  part  may  have 
and  exercise  the  right,  at  its  option,  of  selling  for  cash  the  whole  or 
any  portion  of  the  bonds  amounting  to  $14,783,000,  referred  to  in 
Article  Ninth,  provided  that  such  sale  shall  not  be  made  at  less  than 
eighty  per  cent,  of  the  par  value  of  said  bonds,  and  the  proceeds 
thereof  shall  be  deposited  with  the  Trustee  hereunder,  to  be  used  and 
paid  over  in  lieu  of  the  bonds,  for  newly  constructed  or  acquired 
roads. 

And  it  is  hereby  further  agreed,  that  the  party  of  the  first  part  may, 
should  it  deem  it  expedient  so  to  do,  use  and  apply  such  portion  of 
the  said  bonds  set  apart  in  Article  Ninth,  for  the  purchase  of  such 
rails  and  equipment  for  newly  constructed  road  as  may  be  deemed 
necessary,  the  title  thereto  to  be  vested  in  the  Trustee  hereunder, 
until  such  rails  have  been  placed  in  the  track,  such  equipment  de- 
livered upon  the  line  of  the  party  of  the  first  part,  and  both  the  rail- 
way as  constructed,  and  equipment  as  delivered,  have  been  duly  ac- 
cepted by  the  party  of  the  first  part. 

The  bonds  thus  used  and  appropriated  in  advance  of  construction, 
to  be  deducted  in  future  settlements  from  the  amount  of  bonds  in 
this  Indenture  authorized  to  be  delivered  per  mile  of  completed 
road. 


3i 

Section  Eleventh. — In  case  of  the  construction  or  acquisition  by 
the  party  of  the  first  part  of  any  portion  of  its  extension  or  branches, 
now  or  hereafter  authorized  on  equal  joint  account  with  any  other 
railroad  company  or  companies,  then  the  issue  out  of  bonds  set 
apart  in  Article  Ninth,  on  the  interest  of  the  party  of  the  first  part  in 
such  jointly  constructed  road  or  roads,  shall  be  limited  to  a  rate  not 
exceeding  ten  thousand  dollars  per  mile  of  completed  road,  or  in 
case  of  unequal  interest  in  such  joint  construction,  then  in  the  pro- 
portion that  the  interest  of  the  party  of  the  first  part  bears  to  twenty 
thousand  dollars  per  mile. 

Section  Twelftli. — It  is  further  mutually  agreed,  by  and  between 
the  parties  hereto,  that  if  the  said  party  of  the  first  part  shall,  in  ad- 
dition to  the  roads  and  branches  above  contemplated  and  provided 
for,  determine  under  any  right  or  franchise,  now  owned  by  it,  or 
hereafter  acquired  by  it,  still  further  lo  extend  its  load  into  Mexico 
or  elsewhere,  or  build  branches  of  its  road,  or  become  the  owner  or 
permanent  lessee  of  any  other  railroad  already  constructed,  then,  for 
every  such  extension  and  branch  and  every  such  railroad  constructed 
or  to  be  constructed,  or  acquired,  or  permanently  leased,  a  further 
issue  of  bonds,  in  addition  to  the  forty-five  millions  of  dollars  above 
herein  provided  for,  may  be  made  hereunder  by  the  said  party  of  the 
first  part,  the  aggregate  amount  of  which  shall  not  exceed  the  rate  of 
twenty  thousand  dollars  for  every  mile  of  road,  thus  constructed,  or 
acquired,  or  leased,  such  bonds  to  be  issued  in  the  same  proportions 
and  upon  the  same  conditions  as  hereinbefore  provided  in  Section 
Ninth  for  the  issue  of  the  bonds  to  which  said  section  relates;  and  in 
case  said  bonds  are  sold,  the  proceeds  to  be  paid  over  to  the  Trustee 
as  in  Section  Tenth  provided.  And  all  such  bonds  shall  be  of  the 
same  tenor  as  that  provided  for  in  the  form  of  bond  hereinbefore  set 
forth,  subject  only  to  necessary  variation  in  the  form  thereof  and  as 
to  the  distinguishing  numbers  and  the  dates  thereof,  and  shall  bear 
numbers  running  from  the  number  forty-five  thousand  upwards. 

And  the  said  party  of  the  first  part  hereby  agrees  to  execute  and 
deliver  to  the  said  party  of  the  second  part,  its  successor  or  success- 
ors, upon  every  such  further  issue  of  bonds,  any  further  reasonable 
and  necessary  trust  deed  to  bring  in  and  subject  to  the  conditions  of 
these  presents  every  such  extended  or  future  acquired  road,  and 
every  other  land  and  property,  real  or  personal,  that  may  hereafter 
be  acquired  by  it  for  the  purpose  and  with  the  intent  of  securing  the 
payment  of  the  said  bonds  composing  every  such  increased  issue,  as 
well  as  the  bonds  hereinabove  described,  equally  and  alike  upon  the 


32 

property  of  the  said  party  of  the  first  part,  with  the  interest  due  and 
to  grow  due  thereon,  in  the  same  manner  as  if  all  said  bonds  had 
been  originally  secured  by  one  and  the  same  indenture. 

Provided,  however,  that  if  any  railroad  or  railroads  which  may 
hereafter  be  acquired  in  any  of  the  modes  aforesaid  by  the  party  of 
the  first  part  shall,  at  the  time  of  such  acquisition,  be  subject  to  the 
lien  of  any  trust  deed  or  mortgage  theretofore  made  to  secure  bonds 
then  outstanding,  no  more  bonds  shall  be  issued  hereunder  on  any 
such  railroad  or  railroads  than  such  amount  as  shall,  together  with 
such  outstanding  bonds,  be  equal  to  the  rate  per  mile  hereinbefore 
mentioned,  to  wit:  twenty  thousand  dollars,  but  bonds  may  be  issued 
hereunder  on  any  such  railroad  or  railroads  in  exchange  for  an  equal 
amount  of  such  outstanding  bonds. 

The  provision  of  this  Section  of  this  Indenture  with  its  limitations 
as  to  the  amount  of  bonds  per  mile  to  be  issued  shall  also  extend  to 
road  which  is  acquired  by  the  party  of  the  first  part  by  consolidation 
or  transfer,  or  by  a  purchase  of  the  majority  of  the  shares  of  the 
Capital  Stock  of  such  road,  provided  that  the  road  so  acquired  shall 
become  and  be  made  subject  to  the  lien  of  this  Indenture  for  the 
benefit  of  the  bonds  secured  thereby,  before  bonds  hereunder  shall 
be  issued  and  certified  in  respect  thereof. 

It  is  the  intention  to  embrace  in  this  mortgage  all  the  road  and 
branches  now  completed,  as  well  as  all  that  may  be  completed  or  ac- 
quired under  the  articles  of  association  of  the  said  railroad  com- 
pany, and  any  amendments  thereto,  to  the  end,  that  as  the  said 
roads  and  branches  may  be  extended,  the  money  to  pay  for  such  ex- 
tension and  branches  may  be  raised  by  the  issue  of  bonds  under  this 
Indenture,  which  provision,  as  to  extensions  and  branches,  shall  ap- 
ply to  road  which  may  be  constructed  in  Mexico,  if  the  lien  hereof 
can  and  shall  be  effectually  extended  thereto;  but  if  not,  then  this 
Indenture  is  not  to  be  construed  as  covering  or  extending  to  the 
rights,  franchises,  road  and  property  of  this  company  in  Mexico. 

Section  Thirteenth. — It  is  understood  and  agreed  between  the  par- 
ties hereto,  that  in  the  event  of  any  of  the  bonds  issued  under  the 
said  Consolidated  Mortgage  of  February  i,  1871,  and  the  several  ad- 
ditional mortgages  executed  pursuant  to  Article  Tenth  thereof,  being 
drawn  for  redemption  by  the  operation  of  the  Sinking  Funds  in  said 
mortgages  provided,  the  party  of  the  first  part  may,  at  its  option,  use 
and  apply  the  bonds  set  apart  and  reserved  in  Section  Fourth  of  this 
Indenture  to  meet  the  annual  payments  into  the  said  Sinking  Funds, 


and  the  annual  interest  accumulations  upon  the  bonds  constituting 
said  Sinking  Funds,  provided,  however,  that  the  amount  of  bonds 
thus  used  and  applied  in  any  one  year  shall  not  exceed  at  their  par 
value  the  sum  of  the  yearly  installments  payable  into  said  Sinking 
Fufyds,  and  the  annual  interest  accumulations  of  said  Funds  for  such 
year. 

But  in  no  case  shall  any  of  the  bonds  be  certified  by  said  second  party 
or  its  successor,  in  said  trust,  except  upon  written  application  of  the 
party  of  the  first  part,  expressed  through  a  resolution  of  its  Board  of 
Directors  or  Executive  Committee  adopted  at  a  regular  meeting  or 
special  meeting  called  for  that  purpose;  wherein  it  shall  be  stated 
what  amount  of  bonds  are  required  at  that  time,  and  the  purposes  for 
which  they  are  required,  which  resolution  shall  be  the  authority  and 
sufficient  authority  to  the  Trustee  to  certify  to  the  extent  so  required 
any  of  the  bonds  herein  authorized. 

And  the  said  Railway  Company,  further  covenants  that  it  will,  at  all 
times  hereafter,  as  long  as  any  of  the  bonds  to  be  issued  hereunder 
shall  remain  outstanding,  keep  an  agency  in  the  City  of  New  York, 
and  that  it  will  pay  the  principal  and  interest  of  the  said  bonds  at  the 
times  and  in  the  manner  therein  provided,  and  generally,  do  and  per- 
form all  acts  and  things,  promises  and  covenants,  in  this  Indenture, 
on  its  part  to  be  done  and  performed. 

And  it  is  hereby  agreed  and  declared,  that  the  aforesaid  described 
premises,  property,  rights,  interests  and  franchises  hereby  conveyed 
or  mortgaged,  are  to  be  held  by  said  Trustee  and  his  successor  or 
successors,  upon  and  for  the  trusts,  uses  and  purposes  following, 
to-wit: 

Article  First. — This  Indenture  is  upon  the  express  condition,  that 
if  the  said  Railway  Company,  the  said  party  of  the  first  part,  shall 
well  and  truly  pay,  or  cause  to  be  paid,  to  the  holder  or  holders  of 
said  bonds,  the  principal  sums  of  money  therein  mentioned,  according 
to  the  true  intent  and  meaning  thereof  with  the  interest  thereon,  ac- 
cording to  the  terms  and  conditions  thereof  and  of  the  interest  coupons 
thereto  attached,  then,  and  in  that  case,  the  lien  or  incumbrance 
hereby  created  for  the  security  and  payment  thereof,  and  all  the  es- 
tate, right,  title  and  interest  of  the  said  party  of  the  second  part  in  the 
property  aforesaid,  shall  cease  and  determine,  and  at  the  request  of 
the  said  party  of  the  first  part,  or  its  assigns,  this  Indenture  shall  be 
satisfied  and  discharged,  and  a  release  and  satisfaction  thereof  shall 
be  entered  of  record  in  each  and  all  of  the  several  counties  in  which 


34 

this  Indenture  shall  have  been  recorded,  at  the  cost  of  the  said  party 
of  the  first  part. 

Article  Second. — Until  default  shall  be  made  in  the  payments  of 
principal  or  interest,  or  some  part  of  either  principal  or  interest,  as 
herein  provided,  the  said  party  of  the  first  part  shall  possess,  control, 
manage,  operate,  use,  and  enjoy  the  said  railway 's  rolling  stock,  equip- 
ments, franchises,  real  estate  and  other  property,  and  shall  receive, 
take  and  use  the  rents,  incomes,  profits  and  tolls  thereof  for  its  own 
uses  and  purposes,  as  if  this  Indenture  had  not  been  made. 

But  in  case  default  shall  be  made  in  the  payment  of  the  princi- 
pal or  of  any  interest  on  any  of  the  aforesaid  bonds,  issued  under  and 
secured  by  this  instrument  according  to  the  tenor  thereof,  or  of  the 
coupons  thereto  attached,  and  if  such  default  shall  continue  for  the 
period  of  six  months  after  demand  in  writing  made  for  the  payment 
of  the  same  at  the  financial  agency  of  the  said  party  of  the  first  part, 
aforesaid,  in  the  City  of  New  York,  it  shall  be  lawful,  unless  such 
default  be  waived  as  hereinafter  provided  for,  the  said  Trustee,  the  said 
party  of  the  second  part,  or  its  successor  or  successors  in  this  trust, 
by  itself,  its  attorneys,  or  agents,  to  enter  in  and  upon  and  lake  pos- 
session of  all  and  singular  the  railways,  premises  and  property,  rights 
and  interests,  hereby  conveyed  and  mortgaged,  or  intended  so  to  be, 
and  each  and  every  part  thereof,  and  to  exclude  the  said  party  of  the 
first  part  and  its  agents  wholly  therefrom,  and  to  hold  and  use  the 
same,  and  to  control,  manage  and  operate,  by  its  superintendents, 
managers,  receivers,  agents,  servants,  employes  and  attorneys,  the 
said  railways,  and  to  manage  and  conduct  the  business  thereof,  and 
to  make,  from  time  to  time,  at  the  expense  of  the  trust  estate,  all  re- 
pairs and  replacements,  and  such  useful  alterations,  extensions,  addi- 
tions and  improvements  thereto,  as  well  in  respect  to  the  rolling 
stock  and  equipments,  as  to  the  said  railways  and  appurtenances, 
and  all  other  matters  and  things  which  will  promote  the  interest 
of  the  parties  hereto,  as  may  seem  to  it,  the  said  Trustee,  judi- 
cious and  proper,  and  to  collect  and  receive  all  tolls,  freights,  in- 
comes, rents,  issues,  and  profits  of  the  same  and  every  part  thereof, 
and,  after  deducting  the  expenses  of  operating  said  railways  and  of 
conducting  its  business  and  paying  all  proper  and  legitimate  debts  and 
obligations,  and  for  all  repairs,  replacements,  alterations,  extensions, 
additions,  and  improvements,  as  aforesaid,  and  all  taxes,  assessments, 
and  other  proper  charges  upon  the  said  property  and  premises,  or 
any  part  thereof,  as  well  as  a  just  and  reasonable  compensation  for 


35 

its  own  services  and  the  services  of  all  agents,  clerks,  servants  and 
other  employes,  properly  engaged  or  employed,  including  reasonable 
attorneys'  and  solicitors'  fees,  then  to  apply  the  moneys  arising  as 
aforesaid,  to  the  payment  of  the  interest  in  arrear,  or  which  shall  be- 
come due,  on  the  outstanding  bonds  secured  hereby,  in  the  order  in 
which  such  interest  shall  be,  or  become  due,  ratably  to  the  persons 
holding  the  coupons  therefor,  and  after  paying  all  such  interest 
which  shall  have  become  due,  to  apply  the  same  to  the  payment  of 
the  principal  of  the  aforesaid  bonds  which  may,  at  that  time,  be  due 
and  unpaid,  ratably,  without  discrimination  or  preference. 

And  further  provided,  that  the  said  party  of  the  first  part,  at  any 
time  hereafter  before  the  full  payment  of  said  bonds,  whenever  it,  the 
said  party  of  the  first  part,  shall  deem  it  proper  and  expedient  for  the 
better  security  of  the  said  bonds,  shall  be  willing  to  voluntarily  sur- 
render to  the  said  Trustee,  the  said  party  of  the  second  part,  or  its 
successor,  or  successors  in  this  trust,  the  possession,  control,  and 
management  of  the  said  railways,  premises,  and  property,  and  the 
business  thereof,  for  any  term  of  years  certain  or  indefinite,  although 
there  may  not  have  occurred  such  default  as  to  entitle  the  said  party 
of  the  second  part  to  enter  into  the  possession  of  the  whole  or  any 
part  of  the  said  railways,  rolling  stock,  premises,  property,  and  rights 
hereby  mortgaged,  or  intended  so  to  be,  it  shall  be  the  duty  of  the 
Trustee,  the  said  party  of  the  second  part,  or  its  successor,  or  succes- 
sors in  this  trust,  upon  any  such  surrender  and  delivery,  to  enter  into 
and  upon  the  premises  so  surrendered  and  delivered,  and  to  take  and 
receive  possession,  control,  and  management  of  said  railways  and 
property  so  surrendered,  for  such  term  or  terms  of  years  certain  or 
indefinite,  as  may  be  agreed  upon  by  the  said  parties  hereto,  but 
without  prejudice  to  the  rights  of  said  party  of  the  second  part,  sub- 
sequently, to  insist  upon  and  maintain  such  possession,  control,  and 
management  beyond  such  term  whenever  he  would  have  been  enti- 
tled thereto,  if  such  voluntary  surrender  had  not  been  made.  And 
upon  the  voluntary  surrender  and  delivery  of  the  said  premises  or 
property,  or  any  part  thereof,  as  aforesaid,  the  said  party  of  the  sec- 
ond part,  or  its  successor,  or  successors,  in  this  trust,  shall  during  the 
time  for  which  such  possession  and  control  shall  be  by  it  taken,  and 
while  the  same  shall  remain  in  its  possession  thereunder,  receive  the 
incomes  and  revenues  thereof,  and  work,  use,  and  manage,  control, 
operate,  and  employ  the  same  in  such  lawful  way  as  may  be  the  most 
beneficial,  as  well  to  the  interests  of  the  public  as  to  the  holders  of 
said  bonds,   intended  to  be  secured  hereby,   and  of  the  said  party  of 


36 

the  first  part,  and  in  all  respects  in  accordance  with  the  law  and  the 
provisions  of  this  Article. 

Article  Third. — In  case  default  shall  be  made  in  the  payment  of 
any  interest  upon  any  of  said  bonds,  or  of  the  principal  thereof,  as 
aforesaid,  and  shall  continue  for  six  months  after  demand  made  for 
payment,  as  aforesaid,  it  shall  be  lawful,  unless  such  default  be 
waived  as  herein  provided,  for  the  said  Trustee,  the  said  party  of  the 
second  part,  or  its  successor,  or  successors  in  this  trust,  after  entry 
as  aforesaid,  or  other  entry,  or  without  entry,  by  its  attorney,  or 
attorneys,  agent  or  agents,  to  sell  and  dispose  of  all  and  singular  the 
said  railways  and  appurtenances,  property  and  premises,  rights, 
interests,  and  franchises  hereby  conveyed  or  mortgaged,  or  intended 
so  to  be,  at  public  auction,  to  the  highest  bidder,  at  such  time  and 
place  in  the  City  of  Topeka,  in  the  State  of  Kansas,  as  it  may  desig- 
nate, having  first  given  public  notice  of  the  time,  place,  and  terms  of 
such  sale,  by  advertisement  published  not  less  than  five  times  a  week 
for  eight  consecutive  weeks  in  one  or  more  newspapers  published  in 
the  cities  of  St.  Louis  and  New  York,  with  the  right  to  adjourn  such 
sale  or  sales  from  time  to  time,  in  the  discretion  of  such  Trustee, 
giving  reasonable  notice  of  such  adjournment,  and  after  so  adjourn- 
ing, to  make  the  sale  at  the  time  and  place  to  which  the  same  may 
be  adjourned,  and  on  the  consummation  of  the  sale  upon  the  terms 
and  conditions  thereof,  to  make  and  deliver  to  the  purchaser  or  pur- 
chasers thereof  good  and  sufficient  deed  or  deeds  in  law  for  the  same 
in  fee  simple,  which  sale,  made  as  aforesaid,  shall  be  a  perpetual  bar, 
both  at  law  and  in  equity,  against  the  said  party  of  the  first  part  and 
all  other  persons  lawfully  claiming  or  to  claim  the  said  railways  and 
appurtenances,  property  and  premises,  rights,  interests,  and  fran- 
chises, or  any  part  thereof  so  sold,  by,  from,  through,  or  under  it. 
And  after  deducting  from  the  proceeds  of  such  sale  just  allowances 
for  all  expenses  of  said  sale,  including  attorneys'  and  counsel  fees, 
and  all  other  expenses,  advances,  and  liabilities  which  may  have 
been  made  or  incurred  by  the  said  Trustee  in  operating  said  railways, 
or  in  maintaining  the  same,  or  in  managing  its  business  while  in  pos- 
session thereof,  and  all  payments  which  may  have  been  made  by  it 
for  taxes  and  assessments  and  other  proper  charges  upon  the  said 
railways  and  appurtenances,  property  and  premises,  rights,  interests, 
and  franchises,  or  any  part  thereof,  as  well  as  reasonable  compensa- 
tion for  its  own  services,  then  to  apply  the  said  proceeds  to  the  pay- 
ment of  the  principal  of  such  of  the  aforesaid  bonds  as  may  be  at 
such  time  unpaid,   whether  the  same   shall  have   previously   become 


37 

due  or  not,  and  of  the  interest  which  shall,  at  that  time,  have  accrued 
on  the  said  principal  and  be  unpaid,  without  discrimination  or  pre- 
ference, but  ratably  to  the  aggregate  of  said  unpaid  principal  and 
accrued  unpaid  interest  added  together,  and  after  satisfaction  of  all 
said  bonds  secured  hereby,  with  the  interest  thereon,  to  pay  over  the 
surplus  of  such  proceeds,  if  any,  to  the  said  party  of  the  first  part,  or 
to  such  party  as  may  then  be  entitled  to  receive  the  same. 

This  provision  is  cumulative  to  the  ordinary  remedy  by  foreclosure 
in  the  courts,  and  the  Trustee  herein  or  its  successor  or  successors  in 
this  trust,  upon  default  being  made  as  aforesaid,  may  at  its  discre- 
tion, and  upon  the  written  request  of  the  holders  of  the  majority  in 
value  of  the  said  bonds  then  unpaid,  shall  (upon  being  properly  in- 
demnified) institute  proceedings  to  foreclose  this  mortgage  or  deed 
of  trust,  in  such  manner  (by  sale  under  the  power  herein  given,  or  by 
suit)  as  the  majority  of  the  said  bondholders  may  direct,  and  if  no 
such  direction  is  given  in  this  behalf,  then  in  such  manner  as  to  the 
said  Trustee  may  seem  most  expedient. 

For  the  debt  of  bonds  secured  hereby  the  said  Railway  Company, 
the  said  party  of  the  first  part,  is  liable  in  personam,  and  any  deficit 
after  exhausting  the  mortgaged  security  may  be  enforced  against  the 
said  Company  or  its  other  property,  but  not  against  the  stockholders 
individually. 

Article  Fourth. — /;/  case  default  shall  be  made  in  the  payment  of 
any  semi-annual  installment  of  interest  on  any  of  the  said  bonds,  at 
the  time  and  in  the  manner  in  the  said  bonds  and  interest  coupons 
provided,  and  if  such  default  shall  continue  for  the  period  of  six 
months  after  due  demand  made  for  payment,  as  aforesaid,  then  in 
such  case,  the  principal  sum  of  all  the  said  bonds  secured  hereby  shall 
in  case  a  majority  in  interest  of  the  holders  of  the  said  bonds,  in  writ- 
ing under  seal,  so  elect,  become  and  be  immediately  due  and  payable, 
anything  contained  in  the  said  bonds,  to  the  contrary  notwithstand- 
ing. And  a  majority  in  interest  of  the  holders  of  said  bonds  may,  by 
writing,  under  their  hands  and  seals,  executed  at  a  meeting  of  the 
said  bondholders,  or  without  such  meeting,  declare,  or  instruct  the 
then  Trustee  in  this  trust  to  declare  the  said  principal  of  the  said 
bonds  to  be  due  and  immediately  payable,  or  may  waive,  or  may  in- 
struct the  said  Trustee  to  waive  any  default  in  the  payment  of  princi- 
pal or  interest,  on  such  terms  and  conditions  as  such  majority  in  in- 
terest may  deem  proper,  provided  always,  and  it  is  hereby  declared, 
that  no  such  action  of  the  Trustee  or  bondholders  shall  extend  to,  or 


38 

be  taken  to  affect,  any  subsequent  default,  or  to  impair  the  rights  re- 
sulting therefrom.  But  subsequent  defaults  on  the  payment  of  princi- 
pal or  interest  may,  in  like  manner,  be  waived,  at  any  time  before  the 
entry  of  a  decree  or  foreclosure,  by  a  majority  in  interest  of  the 
bonds  secured  hereby. 

Meetings  of  the  holders  of  the  said  bonds  hereby  secured  for  the  de- 
termination of,  or  action  upon,  any  of  the  questions  upon  which,  by 
any  of  the  provisions  hereof,  the  majority  in  interest  of  said  bond- 
holders may  have  the  right  to  decide,  may  be  called  by  the  then 
Trustee,  or  in  such  other  mode  as  may  be,  from  time  to  time,  fixed 
by  such  majority  in  interest  of  the  holders  of  said  bonds  in  respect 
to  such  meetings,  and  until  said  bondholders  shall  so  act,  such  pow- 
ers may  be  exercised  by  the  said  Trustee  in  this  trust,  and  all  acts  or 
resolutions  of  the  said  bondholders  affecting  the  rights  or  remedies, 
or  for  the  benefit  of  the  said  bondholders,  or  the  duties  of  the  Trus- 
tee, or  the  interest  of  the  trust  hereby  created,  shall  be  authenticated 
by  the  signatures  of  all  the  persons  assenting  thereto,  as  well  as  by  a 
record  of  the  proceedings  to  be  kept  of  any  such  meetings. 

But  it  is  understood,  and  hereby  expressly  declared  and  agreed 
that  no  act  or  resolution  of  any  meeting  of  bondholders,  or  of  the 
Trustee,  nor  any  act  or  election  of,  or  instrument  executed  by,  a 
majority  in  interest  of  all  said  bonds,  shall  impair,  control  or  affect 
the  rights,  interests  or  remedies,  legal  or  equitable,  of  any  non-as- 
senting bondholder,  except  in  the  particulars,  and  to  the  extent  to 
which  the  same  is  expressly  made  controlling  by  the  provisions  con- 
tained herein. 

Article  Fifth. — The  said  party  of  the  first  part  shall  and  does 
hereby  convenant  and  agree  to,  and  with  the  said  party  of  the  second 
part,  and  its  successor  or  successors  in  this  trust,  on  behalf,  and  for 
the  benefit  of,  the  said  bondholders  intended  to  be  secured  hereby, 
that  it  will,  from  time  to  time,  and  at  all  times  hereafter,  upon  rea- 
sonable request  make,  do,  execute,  acknowledge  and  deliver  all  such 
further  acts,  deeds,  conveyances  and  assurances  for  the  better  assuring 
unto  the  said  Trustee  and  its  successor  or  successors  in  the  trust 
hereby  created,  upon  the  trusts  and  for  the  purposes  herein  ex- 
pressed or  intended,  all  and  singular,  the  premises,  property,  rail- 
ways, equipments  and  appurtenances,  rights,  franchises,  interests  and 
effects,  hereby  mortgaged  or  conveyed  in  trust,  or  agreed,  or  pur- 
porting, or  intended  so  to  be,  whether  now  owned  or  possessed  by 
or  vested  in  the  said  party  of  the  first  part,  or  subsequently  acquired 


by  or  vested  in  it,  and  all  other  property  and  things  whatsoever 
which  may  be  hereafter  acquired  in  aid  of,  or  by  way  of  substitute 
for,  or  whatsoever  use  for  the  purposes  of  the  same  or  any  part 
thereof,  and  all  franchises  now  held  or  hereafter  acquired  relating 
thereto,  including  the  franchise  to  be  a  corporation,  as  may  be 
deemed  proper  and  expedient,  subject,  however,  to  the  limitations 
and  conditions  herein  provided  as  to  after  acquired  property. 

Article  Sixth. — Said  Railway  Company,  the  said  party  of  the  first 
part,  for  itself  and  all  other  persons  hereafter  claiming  through  or 
under  it,  and  who  may,  at  any  time  hereafter,  become  holders  of 
liens  junior  to  that  of  these  presents,  hereby  expressly  waives  and  re- 
leases all  right  to  have  the  assets  comprised  in  the  security  intended 
to  be  created  by  these  presents,  marshalled  upon  any  foreclosure  or 
other  enforcement  thereof,  and  it  is  expressly  hereby  agreed  and  de- 
clared, that  the  Trustee  herein,  and  any  court  in  which  foreclosure 
of  this  mortgage  or  administration  of  the  trusts  hereby  created  is 
sought,  shall  have  the  right  to  sell  the  entire  property  of  every  de- 
scription comprised  in,  or  subject  to,  the  trusts  of  these  presents  as  a 
whole  in  one  single  lot,  if  it  shall  in  its  discretion  think  fit.  And  a 
majority  in  interest  of  said  bonds  may,  by  instrument  in  writing,  di- 
rect the  Trustee  or  petition  the  said  court  to  sell  the  said  property 
in  such  manner. 

Article  Seventh. — Said  Railway  Company,  the  said  party  of  the 
first  part,  for  itself,  its  successors  and  assigns,  and  so  as  to  bind  all 
persons  who  may  claim  through  or  under  it,  as  assigns,  junior  en- 
cumbrances, lien-holders,  or  otherwise,  doth  hereby  irrevocably  waive 
the  benefit  or  advantage  of  any  or  all  valuation,  stay,  appraisement, 
redemption-  or  extension  laws,  and  of  all  laws  requiring  mortgages, 
liens,  hypothecations,  or  other  securities  for  money  to  be  foreclosed 
by  action  therefor,  now  existing,  or  which  may  hereafter  exist,  in  any 
State  wherein  the  property  to  be  sold  hereunder,  or  any  part  thereof, 
may,  at  the  time  of  sale  be  situated,  or  where  the  said  sale  may  take 
place,  which  but  for  this  provision  herein  might  prevent  or  postpone 
the  sale  of  said  premises,  property,  rights  and  interests  to  the  pur- 
chaser under  the  powers  and  upon  compliance  with  the  provisions 
herein  provided,  and  said  party  of  the  first  part  does  hereby  coven- 
ant with  the  said  party  of  the  second  part,  the  said  Trustee  or  its 
successor  or  successors,  in  the  trust  hereby  created,  that  it  will  not, 
in  any  manner,  set  up  or  seek,  or  take  the  benefit  or  advantage  of  any 
such  valuation,  stay,  appraisement,  redemption  or  extension  law. 


40 

Article  Eighth. — And  it  is  further  mutually  agreed,  by  and  between 
the  parties  hereto,  and  is  hereby  declared  to  be  a  condition  upon 
which  the  said  party  ot  the  second  part  and  its  successor  or  succes- 
sors in  the  trust  hereby  created,  have  assented  to  these  presents  and 
accepted  this  trust,  that  the  said  Trustee  a?id  its  successors  in  this 
trust  shall  not  in  any  manner  be  held  responsible  for  persons  employed 
by  them  unless  guilty  of  culpable  negligence  in  the  selection  ot  such 
employes,  nor  shall  the  Trustee  be  answerable  except  for  its  own 
wilful  default,  and  in  all  cases  the  then  Trustee,  the  party  of  the  sec- 
ond part,  shall  be  authorized  to  pay  such  reasonable  compensation 
as  it  shall  deem  proper  to  all  the  attorneys,  officers,  agents,  servants 
and  employes  whom  it  may  reasonably  employ  in  the  management 
of  this  trust;  and  that  the  said  Trustee  and  its  successor  or  succes- 
sors shall  have  and  be  entitled  to  just  compensation  for  all  services 
it  may  render  in  connection  with  the  management  of  the  trust  hereby 
created,  to  be  paid  by  the  said  party  of  the  first  part  out  of  the  trust 
estate. 

And  it  is  agreed  and  hereby  provided  that  the  said  Trustee  and  its 
successor  or  successors  in  this  trust  may  be  removed  and  a  successor 
may  be  appointed,  at  any  time,  by  any  court  of  competent  jurisdic- 
tion, upon  application  of  a  majority  in  interest  of  the  holders  of  the 
then  outstanding  bonds  hereby  secured. 

And  it  is  also  agreed  and  hereby  provided  that  a  majority  in  value 
of  the  outstanding  bondholders  secured  hereby,  may  upon  their  own 
motion  at  any  time,  with  or  without  cause,  by  an  instrument  or  in- 
struments in  writing,  under  seal,  signed  by  them  to  that  effect,  and 
without  calling  a  meeting  of  the  bondholders  for  that  purpose,  remove 
the  said  Trustee  and  any  successor  to  the  trust  hereby  created,  and 
in  writing  under  seal  appoint  one  or  more  trustees  herein,  whether 
the  last  Trustee  shall  have  been  appointed  by  a  court  of  competent 
jurisdiction  or  otherwise,  anything  herein  to  the  contrary  notwith- 
standing. In  case  of  such  removal  and  appointment  of  trustees  by 
the  bondholders,  the  writing  shall  be  signed  by  each  bondholder  or 
his  or  her  agent,  stating  the  place  of  residence  of  such  holder  and 
the  serial  numbers  and  the  amounts  of  the  bonds,  and  in  every  case 
the  affidavit  of  the  holder  shall  accompany  the  instruments  of  re- 
moval and  appointment  to  the  effect  that  the  party  signing  such  in- 
struments is  the  owner  or  holder  of  the  bonds  for  which  he  or  she 
signs,  and  stating  the  serial  number  and  the  amount  in  value  of  each 
bond  and  the  owner  or  holder's  place  of  residence. 

It  is  also  hereby  expressly  agreed  and  provided  that  in  case  of  the 


4i 

appointment,  in  any  of  the  modes  herein  provided,  of  a  successor  or 
successors,  to  the  trust  hereby  created,  such  successors  shall  be  invest- 
ed with  all  and  singular  the  powers  and  duties  hereby  conferred  and 
imposed  upon  the  said  Trustee  herein  and  hereby  designated,  so  long 
as  he  or  they  shall  remain  such  successor  Trustee. 

Article  Ninth. — The  said  Trustee,  the  said  party  of  the  second 
part,  hereby  promises  and  agrees  that  in  no  case  will  it  deliver  to  said 
Railway  Company,  the  said  party  of  the  first  part,  or  to  any  other 
person  or  persons,  any  of  the  bonds  secured  hereby,  except  in  conform- 
ity with  the  provisions  of  this  instrument. 

The  said  Trustee  hereby  agrees  to  cause  this  instrument  to  be  re- 
corded in  all  the  counties  of  Missouri,  Kansas  and  Texas  in  which 
any  part  of  the  said  railways  of  the  said  party  of  the  first  part,  or  any 
extensions,  additions  and  branches  thereof,  may  be  situated. 

Article  Tenth. — The  said  Trustee,  or  any  successor  to  this  trust, 
shall  have  the  right,  and  is  hereby  empowered  and  authorized,  on 
any  sale  under,  or  foreclosure  of  this  mortgage  or  deed  of  trust  to  buy 
in  the  mortgaged  property  at  a  price  not  exceeding  the  amount  of  the 
Mortgage  Bonds  secured  hereby,  and  to  hold  and  possess  the  prop- 
erty so  purchased,  and  to  control,  manage,  use  and  operate  the  same 
and  receive  the  incomes,  rents,  issues  and  profits  thereof,  upon  the 
trusts  and  subject  to  the  covenants  and  the  conditions  of  this  Inden- 
ture. 

Article  Eleventh. — And  in  case  of  any  foreclosure  sale,  or  of  any 
sale  made  under  any  of  the  provisions  of  this  deed  of  trust,  the  pur- 
chaser or  purchasers  thereat,  shall  be  entitled  in  making  settlement 
for,  and  payment  of,  the  purchase  money  therefor,  to  deliver  to  the 
then  Trustee,  toward  the  payment  of  such  purchase  money,  any  of 
the  said  bonds  and  interest  coupons  secured  hereby,  and  held  by 
such  purchaser  or  purchasers,  counting  such  bonds  and  interest  cou- 
pons for  such  purpose  at  a  sum  not  exceeding  that  which  shall  be 
payable  out  of  the  net  proceeds  of  such  sale  to  the  holder  or  holders 
of  such  bonds  and  interest  coupons,  as  his  or  their  share  and  pro- 
portion in  that  character  of  such  net  proceeds  of  sale,  after  allowing 
for  the\  proportion  of  payment  which  may  be  required  in  cash  for  the 
costs  and  expenses  of  the  sale,  and  which  proportion  of  cash  pay- 
ment shall  be  determined  and  announced  by  the  then  Trustee  previ- 
ous to  any  such  sale;  and  if  such  proportionate  sum  shall  be  less 
than  the  amount  of  such  bonds  or  interest  coupons,  to  make  such 


42 

settlement  by  receipting  thereon  for  the  amount  to  be  credited  there- 
upon. 

Article  Tzvelfth. — For  the  purpose  of  carrying  out  the  trusts  and 
objects  of  these  presents  the  said  Trustee  or  its  successor  or  success- 
ors to  this  trust,  may,  whenever  it  shall  be  deemed  expedient,  call 
meetings  of  the  holders  of  said  bonds  secured  hereby  in  some  conven- 
ient place  in  the  City  of  New  York,  upon  such  notice,  and  under 
such  regulations,  as  it  may  deem  proper,  but  no  decision  of  any  ma- 
jority in  amount  at  any  such  meetings  shall  be  of  any  effect  unless 
the  same  shall  be  duly  authenticated  by  an  instrument  in  writing 
signed  by  the  persons  holding  such  majority  and  proved  as  herein 
provided. 

Article  Thirteenth. —  The  execution  of  any  instrument  or  affidavit 
required  by  any  provision  of  these  presents  to  be  executed  by  a  ma- 
jority in  amount  of  the  holders  of  the  said  bonds  hereby  secured, 
then  outstanding,  shall  be  deemed  sufficiently  proved,  if  their  re- 
spective execution  of  such  instrument  (which  may  be  executed  in 
any  number  of  parts  or  duplicates),  and  of  any  procuration  or  power 
of  attorney  under  which  any  signer  may  claim  to  act,  and  their  hold- 
ing of  the  said  bonds  respectively  stated  to  be  held  by  them,  such 
bonds  being  identified  by  their  serial  numbers  and  amounts,  as  afore- 
said, shall  be  certified  by  a  Notary  Public  or  other  person  author- 
ized to  take  acknowledgements  of  deeds  with  their  seals  of  office  af- 
fixed of  any  State  or  county,  and  any  certificate  and  seal  purporting 
to  be  a  notarial  certificate  and  seal,  or  certificate  and  seal  of  any 
other  officer  authorized  to  take  acknowledgements  of  any  deeds,  shall 
be  sufficient  evidence  of  the  official  character  of  the  persons  making 
such  certificates. 

Article  Fourteenth. — The  said  Trustee  or  any  successor  to  this 
trust  may  permit  said  Railway  Company,  the  said  party  of  the  first 
part,  if  not  in  default  in  the  payment  of  interest  on  said  bonds,  to 
sell  any  rolling  stock,  equipment,  materials  or  machinery,  right  of 
way  or  depot,  or  other  grounds  theretofore  acquired  tor  the  use  and 
operation  of  its  railways,  or  any  part  of  them,  and  which  may  be  no 
longer  necesssary  or  useful,  bu»t  upon  the  fundamental  condition  only 
that  the  purchase  money  shall  be  received  by  the  then  Trustee,  or 
the  property  so  sold  to  be  replaced  by  other  property  of  the  same 
character,  and  to  become  subject  to  the  trusts  and  provisions  of 
these  presents,  and  such  purchase  money  shall  be  received  or  the 
property   sold  be  so   replaced  by  other  property  before  any  instru- 


43 

ment  releasing  the  lien  of  this  Indenture  shall  be  delivered  by  the 
Trustee. 

Article  Fifteenth. — The  words  "  Trustee,"  "said  Trustee"  and 
"party  of  the  second  part,"  as  used  in  this  instrument,  shall  be  con- 
strued to  mean  the  Trustee  or  Trustees  for  the  time  being  of  this 
deed  of  trust,  and  whenever  a  vacancy  shall  exist,  or  any  change  of 
Trustees  shall  be  made,  to  mean  the  surviving  or  continuing,  or  suc- 
cessor Trustee.  And  any  surviving,  continuing  or  successor  Trustee 
herein  shall  be  possessed  of,  and  be  fully  competent  to  exercise,  all 
the  powers  and  duties  granted  and  conferred  by  these  presents  to  the 
said  Trustee  named  in  this  instrument  as  the  party  of  the  second 
part. 

Article  Sixteenth. — And  inasmuch  as  it  is  intended  that  this  instru- 
ment shall  be  recorded  in  the  proper  offices  in  each  of  the  several 
counties  of  the  said  States  wherein  the  railway  property  and  premises 
conveyed  hereby,  or  intended  so  to  be,  or  some  part  thereof  is  situ- 
ated, as  nearly  at  the  same  time  as  possible,  this  Indenture  further 
witnesseth  that,  although  ten  or  more  copies  or  counterparts  thereof 
are  simultaneously  executed  by  the  said  Railway  Company,  the  said 
party  of  the  first  part,  by  its  President,  under  its  corporate  seal,  at- 
tested by  its  Secretary,  in  pursuance  of  the  aforesaid  resolutions  of 
the  said  Company,  and  delivered  to  the  said  Trustee,  and  the  said 
Trustee,  in  evidence  of  its  acceptance  of  the  trusts  thereby  created, 
has  likewise  duly  executed  said  ten  or  more  copies  or  counterparts; 
all  of  said  copies  or  counterparts  so  executed  and  delivered,  each  as 
an  original,  shall  constitute  but  one  and  the  same  instrument. 


44 

In  testimony  whereof,  the  Missouri,  Kansas  and  Texas 
Railway  Company,  the  said  party  of  the  first  part,  has 
caused  its  corporate  name  to  be  hereunto  signed  by  its 
President,  and  its  corporate  seal,  attested  by  its  Secre- 
tary, to  be  hereunto  affixed;  and  the  Trustee,  the  said 
party  of  the  second  part,  has  signified  its  acceptance  of 
the  trusteeship  herein  created  by  likewise  causing  its  cor- 
porate name  to  be  hereunto  signed  by  its  President,  and 
it  corporate  seal,  attested  by  its  Secretary,  to  be  hereunto 
affixed,  the  day  and  year  first  above  written. 

MISSOURI,     KANSAS     AND     TEXAS      RAILWAY 
COMPANY, 


By  Jay  Gould,  President. 


Seal  of 

M  ,K.&T. 

RY.  Co. 


Attest: 

H.  B.  Henson,  Secretary. 


THE  MERCANTILE  TRUST  COMPANY, 
By  Louis  Fitzgerald,  President. 


seal  of 

Tub  Mercantile 

Trust  Co  . 


Attest: 

Henry  C.  Deming,  Secretary. 


State  of  New  York,  ) 

ss 
City  and  County  of  New  York,  \ 

Beit  remembered,  that,  on  this  22d  day  of  January,  A.  D.,  1881, 
before  me,  Chas.  Edgar  Mills,  a  Commissioner  for  the  States  of  Mis- 
souri, Kansas  and  Texas,  and  a  Notary  Public,  in  and  for  the  State 
and  county  of  New  York,  residing  in  said  City  of  New  York,  person- 
ally appeared  Jay  Gould,  the  President,  and  Henry  B.  Henson,  the 
Secretary  of  the  Missouri,  Kansas  and  Texas  Railway  Company,  to 
me  respectively  personally  known  to  be  such,  who  being  by  me  sev- 
erally duly  sworn,  did  depose  and  say,  that  he,  said  Jay  Gould,  re- 
sides in  New  York  city,  State  of  New  York;  that  he,  said  Henry  B. 
Henson,  resides  in  the  city  of  Bj-ooklyn,  New  York;  that  he,  said  Jay 
Gould,  is  the  President,  and  he,  said  Henry  B.  Henson,  is  the  Secre- 


45 

tary,  ot  the  said  Company;  that  they  both  know  the  corporate  seal 
of  said  Company;  that  the  seal  affixed  to  the  foregoing  instrument  is 
such  corporate  seal;  that  it  was  so  affixed  thereto  by  order  of  the 
Board  of  Directors  of  said  Company,  and  that  they,  the  said  Jay 
Gould,  as  such  President,  signed  the  name  of  said  Company,  and 
their  own  names  thereto,  by  the  like  order,  as  President  and  Secre- 
tary of  said  Company,  and  they  each,  respectively,  being  personally 
known  to  me  to  be  the  same  persons  whose  names  are  signed  to  the 
foregoing  instrument,  as  parties  thereto,  acknowledged  to  me  that 
they  signed,  sealed  and  executed  the  same  as  their  own  free  and  vol- 
untary act  and  deed,  and  'as  the  free  and  voluntary  act  and  deed  of 
the  said  Company,  for  the  purpose  and  objects  therein  stated;  and 
on  the  same  day  there  also  personally  appeared  before  me,  Louis 
Fitzgerald,  President,  and  Henry  C.  Deming,  Secretary  of  The  Mer- 
cantile Trust  Company,  to  me  respectively  personally  known  to  be 
such,  who  being  by  me  severally  duly  sworn,  did  depose  and  say, 
that  he,  said  Louis  Fitzgerald,  resides  in  New  York  city,  State  of 
New  York;  that  he,  said  Louis  Fitzgerald,  is  the  President,  and  he, 
said  Henry  C.  Deming,  is  the  Secretary  of  the  said  The  Mercantile 
Trust  Company;  that  they  both  know  the  corporate  seal  of  said  Com- 
pany; that  the  seal  affixed  to  the  foregoing  instrument  is  such  cor- 
porate seal;  that  it- was  so  affixed  thereto  by  order  of  the  Board  of 
Directors  of  said  Company,  and  that  they,  the  said  Louis  Fitzgerald, 
as  such  President,  signed  the  name  of  said  Company,  and  their  own 
names  thereto,  by  the  like  order,  as  President  and  Secretary  of  said 
Company,  respectively,  and  they  each,  respectively,  being  personally 
known  to  me  to  be  the  same  persons  whose  names  are  signed  to  the 
foregoing  instrument,  as  parties  thereto,  acknowledged  to  me  that 
they  signed,  sealed  and  executed  the  same  as  their  own  free  and 
voluntary  act  and  deed,  and  as  the  free  and  voluntary  act  and  deed 
of  the  said  Company,  for  the  purposes  and  objects  therein  stated. 

In  witness  whereof,  I  have  hereunto  set   my  hand  and  affixed  my 
official  seals,  this  the  22d  day  of  January,  A.  D.,  1881. 

[Missouri  Seal.]        CHARLES  EDGAR  MILLS, 

Commissioner  for  the  State  of  Missouri  in  New  York. 

[Kansas  Seal.]  CHARLES  EDGAR  MILLS, 

Commissioner  for  Kansas  in  New  York. 

[Texas  Seal.]  CHARLES  EDGAR  MILLS, 

Commissioner  for  Texas  in  New  York. 


INTERNATIONAL  RAILWAY  IMPROVEMENT  COMPANY 


TO  THE 


MERCANTILE  TRUST  COMPANY. 

March  1st,    1882. 


THIS  INDENTURE,  made  this  first  day  of  March,  1882,.  by  and 
between  the  International  Railway  Improvement  Company,  party 
of  the  first  part,  The  Mercantile  Trust  Company,  party  of  the 
second  part,  and  the  Missouri,  Kansas  and  Texas  Railway  Com- 
pany, party  of  the  third  part, 

WITNESSETH: 

Whereas,  The  said  party  of  the  first  part,  in  accordance  with  the 
provisions  of  its  contract  of  December  7th,  1880,  with  the  party  of 
the  third  part,  and  pursuant  to  arrangements  subsequently  made 
with  said  third  party,  has  purchased  for  use  upon  the  extensions  and 
branches  built  and  acquired,  and  to  be  built  and  acquired,  in  the 
State  of  Texas  and  elsewhere  under  said  Contract,  the  rolling  stock 
and  equipment  hereinafter  described  and  conveyed; 

And  Whereas,  Said  equipment  has  been  and  is  to  be  paid  for  in 
the  General  Consolidated  Bonds  of  the  party  of  the  third  part,  issued 
under  and  secured  by  its  mortgage  of  December  1st,  1880,  to  the 
party  of  the  second  part  hereto  as  Trustee; 

And  Whereas,  Pursuant  to  the  covenants  for  further  assurance 
contained  in  said  mortgage  of  December  1st,  1880,  and  for  the  better 
securing  of  the  bonds  already  issued  and  to  be  hereafter  issued  under 
said  mortgage,  it  is  proposed  to  bring  under  and  subject  to  the  lien 
and  conditions  of  said  mortgage  the  equipment  and  rolling  stock  so 
purchased  and  paid  for; 


47 

And  Whereas,  The  said  party  of  the  third  part  in  evidence  of  its 
assent  to  the  transfer  and  conveyance  of  said  equipment  to  the  party 
of  the  second  part,  as  Trustee,  under  said  General  Consolidated 
Mortgage  of  December  ist,  1880,  has  joined  in  the  execution  of  this 
Indenture; 

Now,  therefore,  in  consideration  of  the  premises  and  of  the  sum 
of  one  dollar  in  hand  paid  to  the  said  party  of  the  first  part,  the  re- 
ceipt whereof  is  hereby  acknowledged,  the  said  International  Rail- 
way Improvement  Company,  party  of  the  first  part,  doth  by  these 
presents  grant,  bargain,  sell,  assign  and  transfer,  unto  the  said  The 
Mercantile  Trust  Company,  party  of  the  second  part,  the  following 
described  rolling  stock  and  equipment,  viz.: 

One  thousand  (1,000)  box  cars,  numbered  from  fifty-eight  hundred 
and  two  (5,802)  to  sixty-eight  hundred  and  one  (6,801),  both  inclu- 
sive, built  by  the  Lebanon  Manufacturing  Company. 

Four  hundred  (400)  coal  cars,  numbered  from  thirty-four  hundred 
and  fifty-eight  (3,458)  to  thirty-eight  hundred  and  fifty-seven  (3,857), 
both  inclusive;  four  hundred  and  fifty  (450)  stock  flat  cars,  number- 
ed from  four  thousand  (4,000)  to  forty-three  hundred  and  ninety-nine 
(4,399),  and  from  eight  thousand  (8,000)  to  eight  thousand  and  forty- 
nine  (8,049,)  a^  inclusive,  and  one  hundred  and  fifty  (150)  stock  cars, 
numbered  from  eight  thousand  and  fifty  (8,050)  to  eighty-one  hun- 
dred and  ninety-nine  (8,199),  a^  built  by  the  Lehigh  Manufacturing 
Company. 

Ten  (10)  passenger  coaches,  numbered  from  thirty-nine  (39)  to 
forty-eight  (48),  both  inclusive,  and  six  (6)  baggage  cars,  numbered 
from  twenty-three  (23)  to  twenty-eight  (28),  both  inclusive,  built  by 
the  Ohio  Falls  Car  Company. 

Fifteen  (15)  caboose  cars,  numbered  from  sixty-two  (62)  to  seven- 
ty-six (76),  both  inclusive,  built  by  the  Missouri  Car  and  Foundry 
Company. 

Thirty  (30)  locomotive  engines  numbered  from  one  hundred  and 
forty  (140)  to  one  hundred  and  forty-two  (142),  one  hundred  and 
forty-five  (145),  one  hundred  and  forty-seven  (147),  two  hundred  and 
sixty-five  (265)  to  two  hundred  and  seventy-seven  (277),  two  hun- 
dred and  eighty-one  (281)  to  two  hundred  and  eighty-three  (283), 
two  hundred  and  eighty-five  (285),  two  hundred  and  eighty-seven 
(287),  two  hundred  and  ninety  (290)  to  two  hundred  and  ninety-four 
(294),  two  hundred  and  ninety-six  (296),  and  two  hundred  and 
ninety-seven  (297),  all  inclusive. 


48 

Thirty-seven  (37)  hand  and  (33)  push  cars.  Also  the  following 
described  additional  rolling  stock  acquired  through  the  party  of  the 
first  part,  viz: 

Ten  (10)  box  cars  numbered  from  eight  hundred  and  eighty-four 
(884)  to  eight  hundred  and  ninety-three  (893),  both  inclusive;  twen- 
ty (20)  flat  cars,  numbered  from  forty-nine  hundred  and  forty-one 
(4,941)  to  forty-nine  hundred  and  sixty,  (4,960),  both  inclusive;  two 
(2)  combination  passenger  cars  numbered  thirty-seven  (37)  and 
thirty-eight  (38);  two  (2)  caboose  cars,  numbered  fifty-three  (53)  and 
fifty-four  (54),  three  (3)  locomotive  engines,  numbered  from  ninety- 
six  (96)  to  ninety-eight  (98),  both  inclusive. 

One  hundred  and  fifty  (150)  box  cars,  numbered  from  five  hun- 
dred and  eighty-four  (584)  to  seven  hundred  and  thirty-three  (733), 
both  inclusive;  fifty  (50)  stock  cars  numbered  from  thirteen  hundred 
and  fifty-one  (1,351)  to  fourteen  hundred  (1,400),  both  inclusive;  fifty 
(50)  flat  cars,  numbered  from  forty-eight  hundred  and  sixty-six  to 
forty-nine  hundred  and  fifteen  (4,915);  twenty-five  (25)  coal  cars, 
numbered  from  forty-nine  hundred  and  sixteen  (4,916)  to  forty-nine 
hundred  and  forty  (4,940),  both  inclusive;  ten  (10)  cabin  cars,  num- 
bered from  forty-one  (41)  to  fifty  (50),  both  inclusive;  and  twenty  (20) 
locomotive  engines,  numbered  from  sixty-eight  (68)  to  seventy-seven 
(77),  and  from  seventy-nine  (79)  to  eighty-eight  (88),  all  inclusive. 

To  have  and  to  hold  the  above  described  property  and  ap- 
purtenances unto  the  said  party  of  the  second  part,  and  its  succes- 
sors and  assigns  forever,  to  the  only  proper  use,  benefit  and  behoof 
of  the  party  of  the  second  part,  its  successors  and  assigns. 

In  trust  nevertheless,  for  the  equal  and  pro  rata  benefit  and  se- 
curity of  all  and  every  the  persons  or  corporations  who  may  be  or  may 
become  holders  of  the  bonds  issued  under  said  General  Consolidated 
Mortgage  of  December  1st,  1880,  without  preference  or  priority  of 
any  one  bond  over  another  by  reason  of  priority  in  time  of  issue  or 
negotiation  thereof,  or  otherwise,  and  for  all  the  uses  and  purposes 
declared  and  expressed  in  the  aforesaid  mortgage  dated  December 
1st,  1880,  all  the  provisions  of  which  remain  in  full  force  and  effect 
the  same  as  if  this  Indenture  had  not  been  made,  and  these  two  In- 
dentures shall  be  read  together  and  construed  as  one  instrument,  and 
shall  have  the  same  effect  as  respects  the  said  bondholders  as  if  the 
said  rolling  stock  herein  conveyed  had  been  in  existence  at  the  time 
when  the  said  mortgage  of  December  1st,  1880,  was  made  and  had 
been  expressly  embraced  therein. 


•   49 

Provided,  however,  that  until  default  shall  be  made  by  the  party  of 
the  third  part,  in  the  payment  ol  the  principal  or  interest  of  said 
General  Consolidated  Bonds,  the  said  party  of  the  third  part,  shall 
have,  possess,  use,  operate  and  manage  the  said  rolling  stock  and 
equipment,  and  the  income  and  profits  derived  from  the  use  thereof. 

And  provided  further  that  upon  the  payment  in  full  of  all  the  said 
bonds  issued  and  to  be  issued  under  the  said  mortgage  of  December 
ist,  1880,  the  said  party  of  the  second  part  shall  hold  the  said  prop- 
erty to  and  for  the  use  and  benefit  of  the  said  party  of  the  third  part 
and  will  convey  the  same  to  it  when  requested  so  to  do  by  said  party 
of  the  third  part. 

In  witness  whereof,  the  parties  hereto  have  caused  this  Inden- 
ture to  be  signed  by  their  respective  Presidents  and  their  respective 
corporate  seals  to  be  hereto  affixed,  duly  attested  by  their  respective 
Secretaries,  the  day  and  year  first  above  written. 

INTERNATIONAL  RAILWAY  IMPROVEMENT  CO., 
[seal.]  By  G.  M.  Dodge, 

President. 

Attest: 

J.  T.  Granger, 

Asst.  Secretary. 

THE  MERCANTILE  TRUST  COMPANY, 
[seal.]  By  Louis  Fitzgerald, 

President. 
Attest: 

H.  C.  Deming, 

Secretary. 

MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  CO., 
[seal.]  By  Jay  Gould, 

President. 
Attest: 

H.  B.  Henson, 

Secretary. 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY 


TO   THE 


MERCANTILE  TRUST  COMPANY. 

December  1st,    1886. 


\ 

THIS  INDENTURE,  made  the  first  day  of  December,  1886, 
between  the  Missouri,  Kansas  and  Texas  Railway  Company,  of 
the  first  part,  and  the  Mercantile  Trust  Company,  a  corporation 
organized  under  the  Laws  of  New  York,  of  the  second  part. 

Whereas,  the  said  party  of  the  first  part  did  heretofore,  to-wit,  on 
the  first  day  of  December,  1880,  duly  make,  execute  and  deliver 
unto  the  said  party  of  the  second  part,  a  certain  trust  deed,  known 
as  the  General  Consolidated  Mortgage  of  said  party  of  the  first  part, 
whereby  the  said  last-named  party  did  duly  grant,  bargain,  sell,  as- 
sign, transfer  and  convey  unto,  the  said  party  of  the  second  part,  all 
the  property,  real,  personal  and  mixed,  and  all  the  corporate  rights, 
powers,  franchises  and  privileges  therein  fully  set  forth  and  described, 
to  have  and  to  hold  the  same  unto  the  said  party  of  the  second  part, 
its  successors  and  assigns,  in  trust  to  secure  the  payment  of  bonds  in 
the  sum  of  one  thousand  dollars  each,  amounting  to  the  aggregate 
principal  sum  of  $45,000,000,  and  numbered  from  1  to  45,000,  both 
inclusive;  and  for  the  uses,  intents  and  purposes  in  the  said  Indent- 
ure of  Mortgage  fully  expressed  and  declared  as  by  reference  thereto, 
now  being  in  the  proper  custody  of  the  party  of  the  second  part,  and 
also  duly  recorded,  will  more  fully  and  at  large  appear. 

And  Whereas,  since  the  execution  and  delivery  of  said  Indenture 
of  Mortgage,  the  said  45,000  bonds  authorized  to  be  issued  thereun- 
der have  all  been  issued  under  and  in  pursuance  of  the  provisions  of 


5i 


said  mortgage  except  bonds  reserved  for  the  purpose  of  exchanging 
prior  issues  of  bonds,  and  also  excepting  the  last  three  thousand  of 
the  bonds  reserved  under  Section  Twelfth  of  said  Mortgage  of  De- 
cember ist,  1880,  for  the  purpose  of  constructing  and  acquiring  ad- 
ditional lines  of  railway. 

And  Whereas,  among  the  other  terms  and  provisions  in  the  said 
Indenture  of  Mortgage,  Section  Twelfth  is  in  the  words  following,  viz: 

"Section  Twelfth.— It  is  further  mutually  agreed,  by  and  be- 
tween the  parties  hereto,  that  if  the  said  party  of  the  first  part  shall, 
in  addition  to  the  roads  and  branches  above  contemplated  and  pro- 
vided for,  determine  under  any  right  or  franchise  now  owned  by  it, 
or  hereafter  acquired  by  it,  still  further  to  extend  its  road  into  Mex- 
ico or  elsewhere,  or  build  branches  of  its  road,  or  become  the  owner 
or  permanent  lessee  ol  any  other  railroad  already  constructed,  then, 
for  every  such  extension  and  branch,  and  every  such  railroad  con- 
structed or  to  be  constructed  or  acquired,  or  permanently  leased,  a 
further  issue  of  bonds,  in  addition  to  the  forty-five  millions  of  dollars 
above  herein  provided  for,  may  be  made  hereunder  by  the  said  party 
of  the  first  part,  the  aggregate  amount  of  which  shall  not  exceed  the 
rate  of  twenty  thousand  dollars  for  every  mile  of  road  thus  con- 
structed, or  acquired,  or  leased,  such  bonds  to  be  issued  in  the  same 
proportions  and  upon  the  same  conditions  as  hereinbefore  provided 
in  Section  Ninth  for  the  issue  of  the  bonds  to  which  said  section  re- 
lates; and  in  case  said  bonds  are  sold,  the  proceeds  to  be  paid  over 
to  the  Trustee  as  in  Section  Tenth  provided.  And  all  such  bonds 
shall  be  of  the  same  tenor  as  that  provided  for  in  the  form  of  bond 
hereinbefore  set  forth,  subject  only  to  necessary  variation  in  the  form 
thereof  and  as  to  the  distinguishing  numbers  and  the  dates  thereof, 
and  shall  bear  numbers  running  from  the  number  forty-five  thousand 
upwards. 

"And  the  said  party  of  the  first  part  hereby  agrees  to  execute  and 
deliver  to  the  said  party  of  the  second  part,  its  successor  or  success- 
ors, upon  every  such  further  issue  of  bonds,  any  further  reasonable 
and  necessary  trust  deed  to  bring  in  and  subject  to  the  conditions  of 
these  presents  every  such  extended  or  future  acquired  road,  and 
every  other  land  or  property,  real  or  personal,  that  may  hereafter  be 
acquired  by  it  for  the  purpose  and  with  the  intent  of  securing  the 
payment  of  the  said  bonds  composing  every  such  increased  issue,  as 
well  as  the  bonds  hereinabove  described,  equally  and  alike  upon  the 
property  of  the  said  party  of  the  first  part,  with  the  interest  due  and 


52 

to  grow  due   thereon,  in  the  same   manner  as  if  all  said  bonds  had 
been  originally  secured  by  one  and  the  same  indenture. 

"Provided,  however,  that  if  any  railroad  or  railroads  which  may 
hereafter  be  acquired  in  any  of  the  modes  aforesaid  by  the  party  of 
the  first  part  shall,  at  the  time  of  such  acquisition,  be  subject  to  the 
lien  of  any  trust  deed  or  mortgage  theretofore  made  to  secure  bonds 
then  outstanding,  no  more  bonds  shall  be  issued  hereunder  on  any 
such  railroad  or  railroads  than  such  amount  as  shall,  together  with 
such  outstanding  bonds,  be  equal  to  the  rate  per  mile  hereinbefore 
mentioned,  to-wit,  twenty  thousand  dollars,  but  bonds  may  be  issued 
hereunder  on  any  such  railroad  or  railroads  in  exchange  for  an  equal 
amount  of  such  outstanding  bonds. 

"  The  provision  of  this  section  of  this  Indenture,  with  its  limita- 
tions as  to  the  amount  of  bonds  per  mile  to  be  issued,  shall  also  ex- 
tend to  road  which  is  acquired  by  the  party  of  the  first  part  by  con- 
solidation or  transfer,  or  by  a  purchase  of  a  majority  of  the  shares  of 
the  capital  stock  of  such  road,  provided  that  the  road  so  acquired 
shall  become  and  be  made  subject  to  the  lien  of  this  Indenture  for 
the  benefit  of  the  bonds  secured  thereby,  before  bonds  hereunder 
shall  be  issued  and  certified  in  respect  thereof. 

"  It  is  the  intention  to  embrace  in  this  mortgage  all  -the  road  and 
branches  now  completed,  as  well  as  all  that  may  be  completed  or  ac- 
quired under  the  articles  of  association  of  said  Railroad  Company, 
and  any  amendments  thereto,  to  the  end  that  as  the  said  roads  and 
branches  may  be  extended,  the  money  to  pay  for  such  extension  and 
branches  may  be  raised  by  the  issue  of  bonds  under  this  Indenture, 
which  provision  as  to  extensions  and  branches  shall  apply  to  road 
which  maybe  constructed  in  Mexico,  if  the  lien  hereof  can  and  shall 
be  effectually  extended  thereto;  but  if  not,  then  this  Indenture  is  not 
to  be  construed  as  covering  or  extending  to  the  rights,  franchises, 
road  and  property  of  this  company  in  Mexico." 

And  Whereas,  the  said  party  of  the  first  part  proposes,  and  has 
arranged  to  build  or  acquire  the  following  described  additional  lines 
of  railway,  to  wit: 

The  railway  of  the  Taylor,  Bastrop  and  Houston  Railway  Com- 
pany, a  corporation  organized  under  the  laws  of  the  State  of  Texas. 

The  railway  of  the  Dallas  and  Greenville  Railway  Company,  a 
corporation  organized  under  the  laws  of  the  said  State  of  Texas. 

The   railway  of  the  Gainesville,  Henrietta   and   Western  Railway 


Company,  a  corporation  organized  under  the  laws  of  the  said  State 
of  Texas. 

The  railway  of  the  Dallas  and  Waco  Railway  Company,  a  corpo- 
ration to  be  organized  under  the  laws  of  the  said  State  of  Texas. 

All  of  which  lines  of  railway  are  hereinafter  more  particularly  de- 
scribed and  set  forth. 

And  Whereas,  the  said  party  of  the  first  part,  after  issuing  the 
said  three  thousand  bonds  so  remaining  unissued  of  the  said  forty- 
five  thousand  of  bonds,  will  require  a  further  issue  of  bonds  in  addi- 
tion thereto; 

And  Whereas,  the  said  party  of  the  first  part  is  desirous  of  bor- 
rowing money  for  the  purpose  of  building  or  acquiring  such  addi- 
tional lines  of  railway,  and  has  therefore  resolved  to  make  a  further 
issue  of  bonds  under  and  by  virtue  of  the  right  and  privilege  reserv- 
ed by  said  Section  Twelfth  hereinbefore  set  forth  and  recited,  which 
said  bonds  shall  be  in  the  sum  of  one  thousand  dollars  each,  and 
numbered  from  45,001  upwards,  and  that  each  of  said  bonds  shall 
be  in  the  words  and  figures  following,  subject  only  to  the  necessary 
variation  as  to  distinguishing  numbers  thereof: 

United  States  of  America. 

MISSOURI,    KANSAS   AND  TEXAS   RAILWAY 

COMPANY. 

General  Consolidated  Mortgage  Bond. 

No. $i,ooo. 

Thirty-four  years  after  date,  for  value  received,  the  Missouri,  Kan- 
sas and  Texas  Railway  Company,  a  corporation  created  by  the  laws 
of  Kansas,  and  under  the  authority  of  Acts  of  Congress  and  of  the 
Legislatures  of  the  States  of  Missouri,  Kansas  and  Texas,  owning 
lines  of  railway  in  said  States  and  through  the  Indian  Territory, 
promises  to  pay  in  gold  coin  of  the  United  States  of  America,  of  or 
equal  to  the  present  standard  of  value,  to  the  holder  of  this  bond,  or 
in  case  this  bond  be  registered,  then  to  the  registered  owner  thereof, 
at  its  financial  agency  in  the  city  of  New  York,  one  thousand  dol- 
lars, and  also  interest  thereon,  at  the  rate  of  six  per  centum  per  an- 
num, payable  semi-annually  in  like  gold  coin,  on  the  first  days  of 
June  and  December  in  each  year,  on  the  presentation  and  surrender 


54 

of  the  respective  interest  coupons  hereto  annexed  at  the  financial 
agency  aforesaid. 

This  bond  is  one  of  a  series  of  bonds  each  of  the  denomination  of 
one  thousand  dollars,  numbered  forty-five  thousand  and  one  up- 
wards, the  payment  of  the  principal  and  interest  of  which  is  secured 
by  a  deed  of  trust,  of  even  date  herewith,  conveying  to  the  Mercan- 
tile Trust  Company  in  trust  for  the  holders  of  said  bonds  the  entire 
railways,  rolling  stock,  equipment,  franchises,  leaseholds,  lands  and 
land  grants,  property  and  income  of  said  Company,  as  specified  in 
said  deed  of  trust. 

If  default  shall  be  made  in  the  payment  of  any  semi-annual  install- 
ment of  interest  on  this  bond  when  the  same  shall  become  due,  and 
be  demanded,  and  shall  remain  unpaid  for  six  months  after  such  de- 
mand, the  principal  of  this  bond  shall  become  due  and  payable  in 
the  manner  provided  in  the  said  deed  of  trust.  The  said  Company 
and  all  of  its  property  is  liable  to  pay  this  bond,  but  stockholders  of 
the  Company  are  not  individually  liable  thereon  or  in  respect  thereto. 

Said  Company  hereby  waives  the  benefit  of  any  extension,  stay  or 
appraisement  laws  now  existing,  or  that  may  hereafter  exist. 

This  bond  is  to  be  valid  only  when  authenticated  by  a  certificate 
endorsed  hereon,  signed  by  the  Trustee,  to  the  effect  that  it  is  one  of 
the  bonds  secured  by  the  said  deed  of  trust. 

In  witness  whereof,  the  said  Company  has  caused  its  corporate 
name  to  be  hereto  signed  by  its  President,  and  its  corporate  seal  to 
be  hereunto  affixed,  attested  by  its  Secretary,  this  the  first  day  of  De- 
cember, 1886,  and  the  annexed  interest  coupons  to  be  executed  with 
the  engraved  signature  of  its  Secretary. 

Missouri,  Kansas  and  Texas  Railway  Company, 
By 

President. 
Attest: 

Secretary. 

Form  of  Coupon  or  Interest    Warrant. 

No.  $30.00 

The  Missouri,  Kansas  and  Texas  Railway  Company  will  pay 
the  bearer,  at  its  Financial  Agency  in  the  city  of  New  York,  Thirty 
Dollars  in  United  States  gold  coin,  on  the  day  of 

188     ,  being  six  month's 

interest  then  due  on  its  General  Consolidated  Mortgage  Bond 
No. 

Secretary. 


55 

And  each  and  all  of  said  bonds  shall  have  endorsed  thereon  the 
following  Certificate  of  the  Trustee: 

Trustee's    Certificate. 

"It  is  hereby  certified  that  the  within  bond  is  one  of  the  bonds,  se- 
cured by  the  said  deed  of  trust  within  mentioned. 

Trustee." 

Which  said  bonds  shall  also  have  endorsed  thereon  the  following, 
viz: 

"  This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books  of 
said  Company  in  the  City  of  New  York;  after  registration  of  owner- 
ship certified  hereon  by  the  transfer  agent  of  said  Company,  no  fur- 
ther transfer  except  on  the  books  of  the  Company  shall  be  valid,  un- 
less transferred  to  bearer  on  said  books,  after  which  this  bond  shall 
pass  by  delivery  as  at  first,  but  shall  continue  subject  to  registration 
and  transfer  to  bearer  successively  at  the  option  of  each  holder." 

And  Whereas,  the  said  party  of  the  first  part,  in  pursuance  of  its 
agreement  contained  in  Section  Twelfth  aforesaid,  is  desirous  of  exe- 
cuting and  delivering  to  the  said  party  hereto  of  the  second  part  a 
further  trust  deed  or  mortgage,  conveying  the  property  hereinafter 
described,  for  the  purpose  and  with  the  intent  of  securing  the  pay- 
ment of  the  said  bonds  composing  such  further  issue,  according  to 
the  tenor  and  effect  of  the  provisions  in  the  said  section  contained. 

Now,  therefore,  this  Indenture,  made  the  first  day  of  Decem- 
ber, 1886,  by  and  between  the  Missouri,  Kansas  and  Texas  Railway 
Company,  party  of  the  first  part,  and  the  Mercantile  Trust  Com- 
pany of  New  York,  party  of  the  second  part,  witnesseth,  that  in  con- 
sideration cf  the  premises  and  of  the  sum  of  one  dollar  to  the  party 
of  the  first  part  in  hand  paid  by  the  party  of  the  second  part,  the  re- 
ceipt whereof  is  hereby  acknowledged,  the  said  party  of  the  first  part, 
in  order  the  more  fully  to  secure  the  payment  of  the  principal  and 
interest  of  the  bonds  so  as  aforesaid  issued  and  to  be  issued  by  it, 
and  in  order  to  bring  in  and  subject  to  the  conditions  of  the  afore- 
said mortgage,  of  date  December  1st,  1880,  the  railroads,  extensions 
and  branches  of  the  party  of  the  first  part  in  this  Indenture  above  re- 
ferred to  and   hereinafter  more   particularly  described,  and  for  the 


56 

purpose  and  with  the  intent  of  securing  the  bonds  mentioned  in  said 
mortgage  of  December  ist,  1S80,  as  well  as  the  bonds  mentioned  in 
this  mortgage,  equally  and  alike,  upon  all  the  property  of  said  party 
of  the  first  part,  described  and  conveyed  in  this  mortgage  and  in  the 
said  mortgage  of  December  ist,  1880,  in  the  same  manner  and 
with  the  same  effect  as  if  all  of  said  issues  of  bonds  had  been  origin- 
ally secured  by  one  and  the  same  Indenture,  hath  granted,  bar- 
gained, sold,  assigned,  transferred,  confirmed  and  conveyed,  and  by 
these  presents  doth  grant,  bargain,  sell,  assign,  transfer,  confirm  and 
convey  to  the  said  party  of  the  second  part,  as  Trustee,  its  lawful 
successors  or  successor  in  the  trust  created  by  said  mortgage,  all  and 
singular  the  railway  of  the  said  party  of  the  first  part,  now  con- 
structed and  acquired  and  also  the  railway  hereinafter  more  particu- 
larly described  as  follows,  viz: 

First. — All  and  singular  the  railroad  and  property  of  the  Taylor, 
Bastrop  and  Houston  Railroad  Company,  extending  from  Taylor,  in 
Williamson  county,  in  the  State  of  Texas,  in  a  southeasterly  direction 
by  way  of  the  town  of  Elgin,  through  the  counties  of  Williamson, 
Travis  and  Bastrop,  to  the  town  of  Bastrop,  and  thence  through  the 
counties  of  Bastrop,  Fayette,  Colorado,  Austin,  Waller  and  Harris, 
to  the  City  of  Houston  in  said  State  of  Texas,  a  distance  of  one 
hundred  and  sixty-two  miles,  more  or  less. 

Second. — All  and  singular  the  railroad  and  property  of  the  Dallas 
and  Greenville  Railway  Company,  extending  from  Greenville,  in 
Hunt  county,  in  said  State  of  Texas,  in  a  southwesterly  direction,  to 
the  City  of  Dallas,  in  Dallas  county,  in  said  State,  a  distance  of  fifty  - 
two  miles,  more  or  less. 

Third.— AW  and  singular  the  railroad  and  property  of  the  Gaines- 
ville, Henrietta  and  Western  Railway  Company,  extending  from 
Gainesville,  in  Cooke  county,  in  said  State  of  Texas,  in  a  westerly 
direction,  through  the  counties  of  Cooke,  Montague,  Clay  and  Ar- 
cher, to  a  point  at  or  near  the  centre  of  Baylor  county  in  said  State, 
a  distance  of  one  hundred  and  thirty  miles,  more  or  less. 

Fourth. — All  and  singular  the  railroad  and  property  of  the  Dallas 
and  Waco  Railway  Company,  extending  from  Dallas,  in  Dallas 
county,  in  said  State  of  Texas,  in  a  southwesterly  direction,  through 
the  counties  of  Dallas,  Ellis,  Hill  and  M'Lennan,  a  distance  of  ninety 
miles,  more  or  less,  as  the  same  shall  be  located  and  constructed. 

The  property  hereby  conveyed  includes  all  and  singular  the  rights 


57 

of  way  of  such  railways  and  branches  above  described,  and  the  par- 
cels of  land  constituting  said  rights  of  way,  and  all  additions  thereto, 
which  may  be  hereafter  acquired  by  the  party  of  the  first  part,  and  all 
depots,  depot  grounds,  tracks,  station-houses,  engine-houses,  car- 
houses,  freight-houses,  wood-houses,  work-houses,  machine  shops, 
and  all  locomotives,  tenders,  cars  and  other  rolling  stock  or  equip- 
ments, and  all  rails,  ties,  chairs,  machinery,  tools  and  other  imple- 
ments used  for  operating  and  repairing  said  railroads  and  branches, 
or  any  part  thereof,  together  with  all  the  equipments  or  appurte- 
nances whatsoever  thereunto  belonging,  whether  now  held  or  hereaf- 
ter to  be  acquired,  and  all  franchises  connected  with  or  relating  to 
said  railroads  or  branches,  or  the  construction,  maintenance  or  use 
thereof,  with  all  rights,  powers,  privileges,  franchises,  immunities  and 
exemptions  of  every  kind  and  nature  appertaining  to  the  party  of  the 
first  part  in  connection  therewith,  and  all  the  estate,  right,  title,  in- 
terest, property,  possession,  claim  and  demand  whatsoever,  in  law  as 
well  as  in  equity,  present  or  prospective,  of  the  said  party  of  the  first 
part  in  and  to  the  same,  and  every  part  and  parcel  thereof,  with  the 
appurtenances.  To  have  and  to  hold  the  above  described  rail- 
roads, premises,  property,  rights,  franchises  and  every  part  and  par- 
cel thereof,  with  the  appurtenances,  unto  the  said  party  of  the  sec- 
ond part,  and  its  successors,  in  trust,  nevertheless,  and  for  the  equal 
pro  rata  benefit  and  security  of  all  and  every  the  persons  or  corpo- 
rations who  may  be  or  may  become  holders  of  any  of  the  bonds  is- 
sued hereunder,  or  under  the  mortgage  aforesaid,  of  date  December 
ist,  1880,  or  any  future  supplemental  mortgages  thereto  executed  in 
conformity  with  its  provisions,  without  any  preference  or  priority  of 
any  one  bond  over  another,  by  reason  of  priority  in  time  of  issue  or 
negotiation  thereof,  or  otherwise,  and  for  all  of  the  uses  and  pur- 
poses declared  and  expressed  in  the  aforesaid  mortgage,  dated  the 
ist  day  of  December,  1880,  all  of  the  provisions  of  which  remain  in 
full  force  and  effect  the  same  as  if  this  Indenture  had  not  been 
made,  and  all  of  these  Indentures  shall  be  read  together  and  con- 
strued as  one  instrument. 

And  inasmuch  as  it  is  intended  that  this  instrument  shall  be  re- 
corded in  the  proper  offices  in  each  of  the  several  counties  of  the 
said  States  wherein  the  railway  property  and  premises  conveyed 
hereby,  or  intended  so  to  be,  or  some  part  thereof,  is  situated,  as 
nearly  at  the  same  time  as  possible,  this  Indenture  further  witnesseth 
that,  although  five  or  more  copies  or  counterparts  thereof  are  simul- 
taneously executed  by  the  said  Railway  Company,  the  said  party  of 


58 

the  first  part,  by  its  President,  under  its  corporate  seal,  attested  by 
its  Secretary,  in  pursuance  of  the  aforesaid  resolutions  of  the  said 
Company,  and  delivered  to  the  said  Trustee,  and  the  said  Trustee, 
in  evidence  of  its  acceptance  of  the  trusts  created,  has  likewise  duly 
executed  said  five  or  more  copies  or  counterparts,  all  of  said  copies 
or  counterparts  so  executed  and  delivered,  each  as  an  original,  shall 
constitute  but  one  and  the  same  instrument. 

In  testimony  whereof,  the  Missouri,  Kansas  and  Texas  Railway 
Company,  the  said  party  of  the  first  part,  has  caused  its  corporate 
name  to  be  hereunto  signed  by  its  President,  and  its  corporate  seal 
attested  by  its  Secretary,  to  be  hereunto  affixed;  and  the  Trustee,  the 
said  party  of  the  second  part,  has  signified  its  acceptance  of  the 
trusteeship  herein  created  by  likewise  causing  its  corporate  name  to 
be  hereunto  signed  by  its  President,  and  its  corporate  seal,  attested 
by  its  Secretary,  to  be  hereunto  affixed,  the  day  and  year  first  above 
written. 

MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  CO., 
[seal.]  By  Jay  Gould, 

President. 
Attest: 

H.  B.  Henson, 

Secretary. 

THE  MERCANTILE  TRUST  COMPANY, 
[seal.]  By  Louis  Fitzgerald, 

President. 
Attest: 

H.  C.  Deming, 

Secretary. 

Signed  in  presence  of — W.  W.  Cotton. 


59 

State  of  New  York,         ) 

r  SS 

City  and  County  of  New  York,  J 
• 
Be  it  remembered,  that  on  this  fourth  day  of  March,  A.  D.,  1887, 
before  me,  W.  W.  Cotton,  a  notary  public  in  and  for  the  State  and 
county  of  New  York,  personally  appeared  Jay  Gould,  President, 
and  H.  B.  Henson,  Secretary,  of  the  Missouri,  Kansas  and  Texas 
Railway  Company,  to  me  respectively  personally  known  to  be  such, 
who,  being  by  me  severally  duly  sworn,  did  depose  and  say  that  he, 
said  Gould,  resides  in  New  York  City,  State  of  New  York;  that  he, 
said  Gould,  is  the  President,  and  he,  said  Henson,  is  the  Secretary,  of 
the  said  Railway  Company;  that  they  both  know  the  corporate  seal 
of  said  Company;  that  the  seal  affixed  to  the  foregoing  instrument  is 
such  corporate  seal;  that  it  was  so  affixed  thereto  by  order  of  the 
Board  of  Directors  of  said  Company,  and  that  they,  the  said  Gould, 
as  such  President,  and  the  said  Henson,  as  such  Secretary,  signed 
the  name  of  said  Company,  and  their  own  names  thereto,  by 
the  like  order,  as  President  and  Secretary  of  said  Company, 
respectively,  and  they  each,  respectively,  being  personally  known 
to  me  to  be  the  same  persons  whose  names  are  signed  to  the 
foregoing  instrument,  as  parties  thereto,  acknowledged  to  me  that 
they  signed,  sealed  and  executed  the  same  as  their  own  free  and  vol- 
untary act  and  deed,  and  as  the  free  and  voluntary  act  and  deed  of 
the  said  Company,  for  the  consideration,  purposes  and  objects 
therein  stated. 

On  the  same  day  there  also  personally  appeared  before  me,  Louis 
Fitzgerald,  President,  and  Henry  C.  Derning,  Secretary  of  the  Mer- 
cantile Trust  Company,  to  me  respectively  personally  known  to  be 
such,  who  being  by  me  severally  duly  sworn,  did  depose  and  say, 
that  he,  said  Fitzgerald,  resides  in  New  York  city,  State  of  New  York; 
that  he,  said  Fitzgerald,  is  the  President,  and  he,  said  Deming,  is  the 
Secretary  of  the  said  Mercantile  Trust  Company;  that  they  both 
know  the  corporate  seal  of  said  Company;  that  the  seal  affixed  to  the 
foregoing  instrument  is  such  corporate  seal;  that  it  was  so  affixed 
thereto  by  order  of  the  Board  of  Directors  of  said  Company,  and  that 
they,  the  said  Fitzgerald,  as  such  President,  and  the  said  Deming 
as  Secretary,  signed  the  name  of  said  Company,  and  their  own 
names  thereto,  by  the  like  order,  as  President  and  Secretary  of  said 
Company,  respectively,  and  they  each,  respectively,  being  personally 
known  to  me  to  be  the  same  persons  whose  names  are  signed  to  the 
foregoing  instrument,  as  parties   thereto,   acknowledged  to  me  that 


6o 

4 
they   signed,   sealed   and  executed  the  same  as  their  own   free   and 
voluntary  act  and  deed,  and  as  the  free  and  voluntary  act  and  deed 
of  the   said  Company,  for  the  consideration,  purposes   and   objects 
therein  stated. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  the  4th  day  of  March,  A.  D.,  1887. 

W.  W.  Cotton, 
[seal.]  Notary  Public, 

Kings  Co.,  N.  Y. 
Certificate  filed  in  New  York  Co. 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY 


TO  THE 


MERCANTILE  TRUST  COMPANY. 


SUPPLEMENTAL     MORTGAGE, 
December  1st,    1887. 


THIS  INDENTURE,  made  the  first  day  of  December,  1887, 
between  the  Missouri,  Kansas  and  Texas  Railway  Company,  of 
the  first  part,  and  the  Mercantile  Trust  Company,  a  corporation 
organized  under  the  laws  of  New  York,  of  the  second  part. 

Whereas,  the  said  party  of  the  first  part  did  heretofore,  to-wit,  on 
the  first  day  of  December,  1880,  duly  make,  execute  and  deliver 
unto  the  said  party  of  the  second  part  a  certain  trust  deed,  known 
known  as  the  General  Consolidated  Mortgage  of  said  party  of  the 
first  part,  whereby  the  said  last  named  party  did  duly  grant,  bargain, 
sell,  assign,  transfer  and  convey  unto  the  said  party  of  the  second 
part,  all  the  property,  real,  personal  and  mixed,  and  all  the  corpo- 
rate rights,  powers,  franchises  and  privileges  therein  fully  set  forth 
and  described,  to  have  and  to  hold  the  same  unto  the  said  party  of 
the  second  part,  its  successors  and  assigns,  in  trust  to  secure  the 
payment  of  bonds  in  the  sum  of  one  thousand  dollars  each,  amount- 
ing to  the  aggregate  principal  sum  of  $45,000,000,  and  numbered 
from  1  to  45,000,  both  inclusive;  and  for  the  uses,  intents  and  pur- 
poses in  the  said  Indenture  of  Mortgage  fully  expressed  and  declared 
as  by  reference  thereto,  now  being  in  the  proper  custody  of  the  party 


6*2 

of  the   second  part,   and  also   duly  recorded   will  more    fully   and  at 
large  appear] 

\\i.  Whereas,  among  the  other  terms  and  provisions  in  the  said 
Indenture  of  Mortgage,  Section  Eighth  is  in  the  words  following,  viz: 

"Se(  i  i'  >\  Eighth. — Bonds  numbered  from  twenty-eight  thousand, 
two  hundred  and  eighteen  to  thirty  thousand,  two  hundred  and  sev- 
enteen, both  inclusive,  amounting  in  the  aggregate  to  $2,000,000, 
may  be  issued  and  used  for  the  purpose  of  providing  such  new  equip- 
ment and  rolling  stock  and  new  additions  to  the  property  as  the  busi- 
ness of  the  party  of  the  first  part  may  require;  and  any  part  of  the  said 
amount  of  >2, 000, 000,  which  in  the  judgment  of  the  Board  of  Direc- 
tors is  not  required  for  such  purposes  may  be  used  to  pay  any  of  the 
debts,  obligations  or  liabilities  of  the  party  of  the  first  part,  and 
bonds  therefor  may  be  certified  by  the  Trustee  on  the  resolution  of 
the  board  of  Directors  or  Executive  Committee  of  the  party  of  the 
first  part." 

A.ND  Whereas,  on  the  8th  day  of  October,  1881,  the  Executive 
Committee  of  the  party  of  the  first  part,  by  resolution  duly  adopted, 
authorized  the  execution  and  delivery  of  one  million  of  dollars  of  the 
said  £2,000,000  of  bonds  set  apart  in  said  section  eighth,  numbered 
from  jN,2i,s  to  29,217,  both  inclusive,  for  the  purpose  of  providing 
new  equipment,  which  equipment  when  acquired,  was  conveyed  in 
trust  to  the  party  hereto  of  the  second  part  in  and  by  a  certain  In- 
denture dated  March  1st,  1882,  between  the  International  Radway 
Improvement  Company  of  the  first  part,  the  Mercantile  Trust  Com- 
pany  of  the  second  part  and  the  Missouri,  Kansas  and  Texas  Railway 
( Company  of  the  third  part; 

And  Whereas,  on  the  17th  day  of  September,  1886,  the  Executive 
Committee  of  the  said  party  of  the  first  part,  by  resolution  duly 
adopted,  authorized  the  execution  and  delivery  of  the  remaining  one 
million  of  dollars  of  bonds  set  apart  in  section  eighth  as  aforesaid, 
bonds  numbered  from  29,218  to  30,217,  both  inclusive,  for  the 
purpose  of  providing  additional  new  equipment; 

Vnd  Whereas,  pursuant  to  the  covenants  for  further  assurance 
contained  in  said  mortgage  of  December  1st,  1880,  and  for  the  better 
set  uring  of  the  bonds  already  issued,  and  to  be  hereafter  issued  un- 
aid  mortgage,  it  is  proposed  to  bring  under  and  subject  to  the 
lien  and  conditions  of  said  general  consolidated  mortgage  of  Decem- 
ber .st.  1SS0.  the  equipment  and   rolling  stock  purchased  and   paid 


63 

for  out  of  the  proceeds  of  sale  of  said  one  million  of  dollars  of  bonds 
last  above  authorized. 

Now,  therefore,  this  Indenture,  made  this  first  day  of  Decem- 
ber, 1887,  by  and  between  the  Missouri,  Kansas  and  Texas  Railway 
Company,  party  of  the  first  part,  and  the  Mercantile  Trust  Company 
of  New  York,  party  of  the  second  part,  witnesseth,  that  in  considera- 
tion of  the  premises  and  of  the  sum  of  one  dollar  to  the  party  of  the 
first  part  in  hand  paid  by  the  party  of  the  second  part,  the  receipt 
whereof  is  hereby  acknowledged,  the  said  party  of  the  first  part,  in 
order  the  more  fully  to  secure  the  payment  of  the  principal  and  inter- 
est of  the  bonds  so  as  aforesaid  issued  and  to  be  issued  by  it,  and  in 
order  to  bring  in  and  subject  to  the  conditions  of  the  aforesaid  mort- 
gage of  date  December  1st,  1880,  the  said  equipment  and  rolling 
stock  last  above  referred  to  and  hereinafter  more  particularly  describ- 
ed, and  for  the  purpose  and  with  the  intent  of  securing  the  bonds 
mentioned  in  said  mortgage  of  December  1st,  1880,  equally  and 
alike,  upon  all  the  property  of  said  party  of  the  first  part,  described 
and  conveyed  in  this  mortgage  and  in  the  said  mortgage  of  Decem- 
ber 1st,  1880,  in  the  same  manner  and  with  the  same  effect  as  if  all 
of  said  equipment  and  rolling  stock  had  been  originally  conveyed  by 
one  and  the  same  Indenture,  hath  granted,  bargained,  sold,  assigned, 
transferred,  confirmed  and  conveyed,  and  by  these  presents  doth 
grant,  bargain,  sell,  assign,  transfer,  confirm  and  convey  to  the  said 
party  of  the  second  part,  as  Trustee,  its  lawful  successors  or  succes- 
sor in  the  trust  created  by  said  mortgage,  all  and  singular  the  follow- 
ing described  rolling  stock  and  equipment: 

Eight  hundred  (800)  box  cars,  numbered  from  9,000  to  9,799,  both 
inclusive,  built  by  the  Missouri  Car  and  Foundry  Company  of  St. 
Louis,  Missouri. 

Five  hundred  (500)  coal  cars,  numbered  from  5,000  to  5,499,  both 
inclusive,  built  by  the  Barney  &  Smith  Manufacturing  Company,  of 
Dayton,  Ohio. 

Two  hundred  and  fifty  (250)  stock  cars,  numbered  from  8,200  to 
8,449,  both  inclusive,  built  by  the  said  Missouri  Car  and  Foundry 
Company,  of  St.  Louis,  Missouri. 

Twenty-five  (25)  passenger  coaches,  numbered  from  50  to  74,  both 
inclusive,  built  by  the  Gilbert  Car  Manufacturing  Company,  of  Troy, 
New  York. 

Ten  (10)  combination  cars,  numbered  from  75  to  84,  both  inclus- 
ive, built  by  the  said  Gilbert  Car  Manufacturing  Company. 


64 

Twenty  I  ao)  locomotive  engines,  numbered  from  501  to  520,  both 
inclusive,  built  by  the  Baldwin  Locomotive  Works,  of  Philadelphia, 
Pennsylvania. 

To  have  and  ro  hold  the  above  described  property,  and  every 
part  and  parcel  thereof,  with  the  appurtenances,  unto  the  said  party 
of  the  second  part  and  its  successors,  in  trust,  nevertheless,  and  for 
the  equal  pro  rata  benefit  and  security  of  all  and  every  the  persons 
or  corporations  who  may  be  or  may  become  holders  of  any  of  the 
bonds  issued  hereunder,  or  under  the  mortgage  aforesaid,  of  date 
tnber  1st.  1880,  or  any  future  supplemental  mortgages  thereto 
executed  in  conformity  with  its  provisions,  without  any  preference  or 
priority  of  any  one  bond  over  another,  by  reason  of  priority  in  time 
ssue  or  negotiation  thereof,  or  otherwise,  and  for  all  of  the  uses 
and  purposes  declared  and  expressed  in  the  aforesaid  mortgage,  dated 
the  1  st  day  of  December,  1S80,  all  of  the  provisions  of  which  remain 
in  full  force  and  effect  the  same  as  if  this  Indenture  had  not  been 
made,  and  all  of  these  Indentures  shall  be  read  together  and  con- 
strued as  one  instrument. 

And  inasmuch  as  it  is  intended  that  this  instrument  shall  be  re- 
corded in  the  proper  offices  in  each  of  the  several  counties  of  the 
said  States  wherein  the  property  conveyed  hereby,  or  intended  so  to 
be,  or  some  part  thereof,  is  situated,  as  nearly  at  the  same  time  as 
possible,  this  Indenture  further  witnesseth  that,  although  five  or  more 
( -opies  or  counterparts  thereof  are  simultaneously  executed  by  the 
said  Railway  Company,  the  said  party  of  the  first  part,  by  one  of  its 
\  i(  e  1 'residents,  under  its  corporate  seal,  attested  by  its  Secretary, 
in  pursuance  of  the  resolutions  of  the  said  Company,  and  delivered 
to  the  said  Trustee,  and  the  said  Trustee,  in  evidence  of  its  accept- 
ot  the  trust  created,  has  likewise  duly  executed  said  five  or 
more  copies  or  counterparts,  all  of  said  copies  or  counterparts  so 
ited  and  delivered,  each  as  an  original,  shall  constitute  but  one 
and  the  same  instrument. 


65 

In  testimony  whereof,  the  Missouri,  Kansas  and  Texas  Railway 
Company,  the  said  party  of  the  first  part,  has  caused  its  corporate 
name  to  be  hereunto  signed  by  one  of  its  Vice-Presidents,  and  its  cor- 
porate seal  attested  by  its  Secretary,  to  be  hereunto  affixed;  and  the 
Trustee,  the  said  party  of  the  second  part,  has  signified  its  acceptance 
of  the  trusteeship  herein  created  by  likewise  causing  its  corporate 
name  to  be  hereunto  signed  by  its  President,  and  its  corporate  seal, 
attested  by  its  Secretary,  to  be  hereunto  affixed,  the  day  and  year  first 
above  written. 

MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  CO., 
[seal.]  By  George  J.  Gould, 

3d  Vice-President. 
Attest: 

H.  B.  Henson, 

Secretary. 

THE  MERCANTILE  TRUST  COMPANY, 
[seal.]  By  Louis  Fitzgerald, 

President. 
Attest: 

H.  C.  Deming, 

Secretary. 

Signed  in  presence  of — Wm.  J.  Harding, 
Geo.  L.  Bastedo. 


State  of  New  York,  ) 

r  SS 

City  and  County  of  New  York,  j 

Be  it  remembered,  that  on  this  27th  day  of  January,  A.  D.,  1888, 
before  me,  Wm.  J.  Harding,  a  notary  public  in  and  for  the  State  and 
county  of  New  York,  personally  appeared  George  J.  Gould,  Thrid 
Vice-President,  and  H.  B.  Henson,  Secretary,  of  the  Missouri,  Kan- 
sas and  Texas  Railway  Company,  to  me  respectively  personally 
known  to  be  such,  who,  being  by  me  severally  sworn,  did  depose 
and  say  that  he,  said  Gould,  resides  in  New  York  City,  State  of  New 
York;  that  he,  said  Gould,  is  the  Third  Vice-President,  and  he,  said 
Henson,   is  the   Secretary,  of  the  said  Railway  Company;  that  they 


66 

both  know  the  corporate  sealof  said  Company;  that  the  seal  affixed 
to  the  foregoing  instrument  is  such  corporate  seal;  that  it  was  so 
affixed  thereto  by  order  of  the  Executive  Committee  of  the  Board 
of  Directors  of  said  Company,  and  that  they,  the  said  Gould,  as  such 
Third  Vice-President,  and  the  said  Henson,  as  such  Secretary,  signed 
the  name  of  said  Company,  and  their  own  names  thereto,  by  the 
like  order,  as  Third  Vice-President  and  Secretary  of  said  Company, 
respectively,  and  they  each,  respectively,' being  personally  known 
to  me  to  be  the  same  persons  whose  names  are  signed  to  the 
foregoing  instrument,  as  parties  thereto,  acknowledged  to  me  that 
they  signed,  sealed  and  executed  the  same  as  their  own  free  and  vol- 
untary act  and  deed,  and  as  the  free  and  voluntary  act  and  deed  of 
the  said  Company,  for  the  consideration,  purposes  and  objects 
therein  stated. 

On  the  same  day  there  also  personally  appeared  before  me,  Louis 
Fitzgerald,  President,  and  Henry  C.  Derning,  Secretary  of  the  Mer- 
cantile Trust  Company,  to  me  respectively  personally  known  to  be 
such,  who  being  by  me  severally  duly  sworn,  did  depose  and  say, 
that  he,  said  Fitzgerald,  resides  in  New  York  city,  State  of  New  York; 
that  he,  said  Fitzgerald,  is  the  President,  and  he,  said  Deming,  is  the 
Secretary  of  the  said  Mercantile  Trust  Company;  that  they  both 
know  the  corporate  seal  of  said  Company;  that  the  seal  affixed  to  the 
foregoing  instrument  is  such  corporate  seal;  that  it  was  so  affixed 
thereto  by  order  of  the  Board  of  Directors  of  said  Company,  and  that 
they,  the  said  Fitzgerald,  as  such  President,  and  the  said  Deming 
as  Secretary,  signed  the  name  of  said  Company,  and  their  own 
names  thereto,  by  the  like  order,  as  President  and  Secretary  of  said 
Company,  respectively,  and  they  each,  respectively,  being  personally 
known  to  me  to  be  the  same  persons  whose  names  are  signed  to  the 
foregoing  instrument,  as  parties  thereto,  acknowledged  to  me  that 
they  signed,  sealed  and  executed  the  same  as  their  own  free  and 
voluntary  act  and  deed,  and  as  the  free  and  voluntary  act  and  deed 
of  the  said  Company,  for  the  consideration,  purposes  and  objects 
therein  stated. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  the  27th  day  of  January,  A.  D.,  1888. 

Wm.  J.   Harding, 
[seal.]  Notary  Public, 

New  York  and  Kings  Counties, 

State  of  New  York. 


COPY  OF  THE   MINUTES 


OF    THE 


BOARD  OF  DIRECTORS'  and  STOCKHOLDERS*  MEETINGS 

Authorizing  the  purchase  of  the  following  railroads  in  Texas: 

The  Gainesville,  Henrietta  and  Western  Railway, 

The  Dallas  and  Greenville, 

The  Taylor,  Bastrop  and  Houston, 

The  Dallas  and  Wichita, 

The  East  Line  and  Red  River  Railway, 

The  Trinity  and  Sabine  Railway, 

Missouri,    Kansas  and   Texas  Railway  Extension 
Company. 


Minutes  of  Board  of  Directors'  Meetings. 


Special  Meeting  of  the  Executive  Committee,  held  on  the 
23d  day  of  January,  1882. 

"On  motion  of  Mr.  Sloan,  duly  seconded,  the  following  resolutions 
were  duly  adopted,  viz: 

Whereas,  negotiations  for  the  purchase  by  this  company  of  the 
Dallas  and  Wichita  Railway,  extending  from  Dallas  to  Denton,  in 
the  State  of  Texas,  a  distance  of  thirty-nine  miles,  have  been  con- 
summated and  said  railroad  has  been  duly  conveyed  by  the  Dallas 
and  Wichita  Railroad  Company  to  this  Company,  by  deed  duly  exe- 


68 

cuted  and  acknowledged,  of  which  the  following  is  a  copy:  (Here  fol- 
lows the  conveyance). 

"  NOW,  THEREFORE,  be  it 

Resolved,  That  this  Company  hereby  accepts  the  delivery  of  said 
conveyance,  and  the  railroad  and  property  therein  described,  and 
will  cause  the  said  railroad  and  property  to  be  merged  into  the  prop- 
erty of  this  Company  upon  the  terms  in  said  conveyance  set  forth. 

Resolved,  That  the  Mercantile  Trust  Company,  Trustee  under  the 
General  Consolidated  Mortgage  of  this  Company,  of  December  ist, 
1880,  be  and  is  hereby  requested,  to  certify  and  deliver  under  Sec- 
tion Ninth  of  said  mortgage,  seven  hundred  and  eighty  thousand  dol- 
lars ($780,000)  of  the  bonds  therein  provided  to  be  issued,  com- 
mencing with  No.  37,520,  in  payment  for  said  thirty-nine  (39)  miles 
of  railroad  of  the  Dallas  and  Wichita  Railroad  Company,  being  at 
the  rate  of  twenty  thousand  dollars  per  mile  of  road  acquired  as 
aforesaid. 

Special  Meeting  of  the  Executive  Committee,  held  the  16th 
day  ot  December,  1882. 

"An  Indenture  and  Contract  by  and  between  the  Trinity  and  Sa- 
bine Railway  Company,  as  party  of  the  first  part,  and  the  Missouri, 
Kansas  and  Texas  Railway  Company,  of  the  second  part,  was  pre- 
sented and  read,  as  follows:  (Here  follows  the  Indenture  and  Con- 
tract). 

"And  the  said  Indenture  and  Contract  having  been  considered,  it 
was,  on  motion  of  Mr.  Sloan,  duly  seconded, 

Resolved,  That  this  Company  hereby  approves  of,  and  assents  to, 
the  said  contract  and  accepts  the  delivery  of  the  same  to  it,  and  will 
cause  the  same  to  be  recorded  and  all  the  property  therein  men- 
tioned to  be  acquired  by  and  merged  into  the  property  of  this  Com- 
pany on  the  terms  and  conditions  in  the  said  indenture  and  contract 
set  forth. 

Further  Resolved,  That  the  Executive  Officers  of  this  Company  be 
and  they  are  hereby  authorized  and  empowered  to  perform  all  of  the 
obligations  and  stipulations  in  the  said  contract  to  be  done  and  per- 
formed by  this  Company,  and  that  the  Mercantile  Trust  Company, 
as  Registrar  of  this  Company's  stock,  is  hereby  requested  to  coun- 
tersign an  issue  of  sixty-seven  hundred  and  four  (6,704)  shares  of 
$100  each  of  the  increased  capital  stock  of  this  Company  (being  the 


69 

amount  of  the  $25,000,000  of  increased  capital  stock  remaining  un- 
issued) on  account  of  the  stock  required  to  be  issued  by  the  terms 
of  the  aforesaid  Indenture  at  the  rate  of  twenty  thousand  dollars  per 
mile  for  thirty-eight  miles  of  railway. 

Also,  That  the  said  Mercantile  Trust  Company,  as  Trustee  of  the 
General  Consolidated  Mortgage  of  this  Company,  be  and  is  hereby 
requested  to  certify  under  Section  Ninth  of  said  mortgage,  seven 
hundred  and  sixty  thousand  dollars  ($760,000)  of  the  bonds  therein 
provided  to  be  issued,  commencing  with  No.  40,412,  which  bonds 
are  to  be  used  for  the  purpose  of  exchanging  a  like  amount  of  out- 
standing bonds  of  the  said  Trinity  and  Sabine  Railway  Company,  is- 
sued under  and  secured  by  a  mortgage  dated  December  15th,  1881, 
executed  by  the  said  Trinity  and  Sabine  Railway  Company  to  the 
said  Mercantile  Trust  Company  as  Trustee. 


Special  Meeting  of  the  Executive  Committee,  held  on  the  3d 
day  of  December,  1886. 

"The  following  Indenture  and  Contract  was  presented  and  read: 
(Here  follows  the  Indenture  and  Contract). 

Thereupon,  on  motion  of  Mr.  Sloan,  duly  seconded,  the  following 
resolution  was  adopted,  viz: 

Whereas,  This  Company  has  acquired,  by  the  said  Indenture  and 
Contract,  the  line  of  railway  of  the  Taylor,  Bastrop  and  Houston 
Railway  Company,  extending  from  Taylor,  on  the  main  line  of  this 
Company,  in  the  State  of  Texas,  to  Bastrop,  in  said  State,  a  distance 
of  thirty-four  and  one-fourth  (34^)  miles,  together  with  the  rights, 
privileges  and  franchises  of  said  Company,  subject,  however,  to  a 
certain  mortgage  executed  by  said  Company  under  date  of  Decem- 
ber 1st,  1886,  to  secure  bonds  issued  at  the  rate  of  $20,000  per  mile, 
and  aggregating  for  said  thirty-four  and  one-fourth  miles  six  hun- 
dred and  eighty-five  thousand  dollars  ($685,000)  of  bonds. 

"Now,  therefore,  it  is 

Resolved,  That  this  Company  hereby  approves  of  and  assents  to 
the  foregoing  Indenture  and  Contract,  and  accepts  the  delivery  of 
the  same,  and  will  cause  the  same  to  be  recorded,  and  all  the  prop- 
erty therein  mentioned  to  be  acquired  by  and  merged  into  property 
of  this  Company  on  the  terms  and  conditions  in  said  Indenture  and 
Contract  set  forth.  And  the  executive  officers  of  this  Company  are 
hereby  authorized  and  empowered  to  perform  all  of  the  obligations 


JO 

and  stipulations  in  the  said  contract  to  be  done  and  performed  by 
this  Company. 

Further  Resolved,  That  the  Mercantile  Trust  Company,  Trustee 
under  the  General  Consolidated  Mortgage  of  this  Company,  be  and 
is  hereby  requested  to  certify  and  deliver,  under  Section  Ninth  of 
said  mortgage,  six  hundred  and  eighty-five  thousand  dollars  ($685,- 
000)  of  the  bonds  therein  provided  to  be  issued,  commencing  with 
No.  42,001,  for  the  purpose  of  exchanging  a  like  amount  of  outstand- 
ing bonds  of  the  said  Taylor,  Bastrop  and  Houston  Railway  Com- 
pany, issued  under  and  secured  by  said  last  named  Company's  mort- 
gage of  December  1st,  1886. 

"The  following  Indenture  and  Contract  was  also  presented  and 
read,  viz:     (Here  follows  the  Indenture  and  Contract.) 

"Thereupon,  on  motion  of  Mr.  Sage,  duly  seconded,  the  following 
resolution  was  adopted,  viz: 

Whereas,  This  Company  has  acquired,  by  the  said  Indenture  and 
Contract,  the  line  of  railway  of  the  Dallas  and  Greenville  Railway 
Company,  extending  from  Dallas  to  Greenville,  in  the  State  of  Texas, 
a  distance  of  fifty-two  miles,  together  with  the  rights,  privileges  and 
franchises  of  said  Company,  subject,  however,  to  a  certain  mortgage 
executed  by  said  Company  under  date  of  December  1st,  1886,  to  se- 
cure bonds  issued  at  the  rate  of  $20,000  per  mile,  and  amounting  in 
the  aggregate  to  one  million  and  forty  thousand  dollars  ($1,040,000). 

NOW,  THEREFORE,  it  is 

Resolved,  That  this  Company  hereby  approves  of  and  assents  to 
the  foregoing  Indenture  and  Contract,  and  accepts  delivery  of  the 
same  and  will  cause  the  same  to  be  recorded,  and  all  the  property 
therein  mentioned  to  be  acquired  by  and  merged  into  the  property 
of  this  Company  on  the  terms  and  conditions  in  said  Indenture  and 
Contract  set  forth,  and  the  Executive  Officers  of  this  Company  are 
hereby  authorized  and  empowered  to  perform  all  of  the  obligations 
and  stipulations  in  the  said  contract  to  be  done  and  performed  by 
this  Company. 

Further  Resolved,  That  the  Mercantile  Trust  Company,  Trustee 
under  the  General  Consolidated  Mortgage  of  this  Company,  be  and 
is  hereby  requested  to  certify  and  deliver,  under  Section  Ninth  of 
said  mortgage,  one  million  and  forty  thousand  dollars  of  the  bonds 
therein  provided  to  be  issued,  commencing  with  No.  42,686,  for  the 
purpose  of  exchanging  a  like  amount  of  outstanding  bonds  of  the 
said  Dallas  and  Greenville  Railway  Company,  issued  under  and  se- 


7> 

cured  by  said  last  named  Company's  mortgage  of  December  ist, 
1886. 


Special  Meeting  of  the  Board  of  Directors,  held  on  the  12th 
day  of  February,  1887. 

"The  minutes  of  the  last  meetings  of  the  Executive  Committee 
were  read  and  approved.  The  following  Indenture  and  Contract  was 
presented  and  read,  viz:    (Here  follows  the  Indenture  and  Contract). 

Thereupon,  on  motion  of  Mr.  Sloan,  duly  seconded,  the  following 
resolutions  were  adopted,  viz: 

Whereas,  This  company  has  acquired  by  the  said  Indenture  and 
Contract  the  line  of  railway  of  the  Gainesville,  Henrietta  and  West- 
ern Railway  Company,  as  constructed  from  Gainesville,  in  Cooke 
county,  State  of  Texas,  to  a  point  in  the  northwesterly  portion  of 
Montague  county,  in  said  State,  distant  fifty  miles  from  said  town  of 
Gainesville,  together  with  the  rights,  privileges  and  franchises  of  said 
Company,  subject,  however,  to  a  certain  mortgage  executed  by  said 
Gainesville,  Henrietta  and  Western  Railway  Company,  under  date  of 
December  ist,  1886,  to  secure  bonds  issued  at  the  rate  of  $20,000 
per  mile  and  amounting  in  the  aggregate  for  said  fifty  miles  to  one 
million  of  dollars  ($1,000,000). 

Now,  therefore,  it  is 

Resolved,  That  this  Company  hereby  approves  of  and  assents  to 
the  foregoing  Indenture  and  Contract  and  accepts  delivery  of  the 
same,  and  will  cause  the  same  to  be  recorded  and  all  the  property 
therein  mentioned  to  be  acquired  by  and  merged  into  the  property 
of  this  Company  on  the  terms  and  conditions  in  said  Indenture  and 
Contract  set  forth,  and  the  Executive  Officers  of  this  Company  are 
hereby  authorized  and  empowered  to  perform  all  of  the  obligations 
and  stipulations  in  the  said  contract  to  be  done  and  performed  by 
this  Company. 

Further  Resolved,  That  the  Mercantile  Trust  Company,  Trustee 
under  the  General  Consolidated  Mortgage  of  this  Company,  be  and 
is  hereby  requested  to  certify  and  deliver,  under  Section  Ninth  of 
said  mortgage,  one  million  of  dollars  of  the  bonds  therein  provided, 
to  be  issued,  commencing  with  No.  43,726,  for  the  purpose  of  ex- 
changing a  like  amount  of  outstanding  bonds  of  the  said  Gainesville, 
Henrietta  and  Western  Railway  Company,  issued  under  and  secured 
by  said  last  named  Company's  mortgage  of  December  ist,  1886. 


72 

Special  Meeting  of  the  Executive  Committee,  held  on  the  8th 
day  of  October,  1881. 

"The  draft  of  an  Indenture  and  Contract  by  and  between  the  East 
Line  and  Red  River  Railroad  Company,  as  party  of  the  first  part, 
and  the  Missouri,  Kansas  and  Texas  Railway  Company  of  the  second 
part,  was  presented  and  read  as  follows:  (Here  follows  Indenture 
and  Contract.)  And  the  said  Indenture  and  Contract  having  been 
considered  it  was,  on  motion  of  Mr.  Forrest,  duly  seconded, 

Resolved,  That  this  Company  hereby  approves  of  and  assents  to 
the  said  Contract,  and  when  executed  by  the  East  Line  and  Red 
River  Railroad  Company,  will  accept  the  delivery  of  the  same  to  it 
and  cause  the  same  to  be  recorded  and  all  the  property  therein  men- 
tioned to  be  acquired  by  and  merged  into  the  property  of  this  Com- 
pany, on  the  terms  and  conditions  in  the  said  Indenture  and  Con- 
tract set  forth. 

Further  Resolved,  That  when  the  Indenture  and  Contract  afore- 
said shall  have  been  duly  approved  by  the  stockholders  of  the  East 
Line  and  Red  River  Railroad  Company,  and  shall  have  been  exe- 
cuted and  delivered  to  this  Company,  the  executive  officers  of  this 
Company  be  and  they  are  hereby  authorized  and  empowered  to  per- 
form all  of  the  obligations  and  stipulations  in  the  said  Contract  to  be 
done  and  performed  by  this  Company,  and  that  the  Mercantile  Trust 
Company,  as  Registrar  of  this  Company's  stock,  is  hereby  requested 
to  countersign  the  issue  of  the  twelve  thousand  four  hundred  (12,400) 
shares  of  one  hundred  dollars  each  of  the  increased  capital  stock  of 
this  Company  required  to  be  issued  by  the  terms  of  the  aforesaid  In- 
denture, being  at  the  rate  of  ten  thousand  dollars  per  mile  for  one 
hundred  and  twenty-four  miles  of  constructed  road  of  the  said  East 
Line  and  Red  River  Railroad  Company,  extending  from  Jefferson  to 
Greenville,  in  the  State  of  Texas;  and 

Also,  that  the  said  The  Mercantile  Trust  Company,  as  Trustee  of 
the  General  Consolidated  Mortgage  of  this  Company,  be  and  is  hereby 
requested  to  certify,  under  Section  Ninth  of  said  mortgage,  one  mil- 
lion two  hundred  and  forty  thousand  dollars  ($1,240,000)  of  the 
bonds  therein  provided  to  be  issued,  commencing  with  No.  34,102, 
of  which  amount  eight  hundred  and  sixty-eight  thousand  dollars 
($868,000)  are  to  be  set  apart  and  reserved  for  the  purpose  of  ex- 
changing a  like  amount  of  outstanding  bonds  of  the  said  East  Line 
and  Red  River  Railroad  Company  issued  under  and  secured  by  a 
mortgage  dated  June  1st,  1880,  executed  by  the  said  East  Line  and 


73 

Red  River  Railroad  Company  to  the  Fidelity,  Insurance,  Trust  and 
Safe  Deposit  Company  of  the  city  of  Philadelphia,  and  the  remaining 
three  hundred  and  seventy-two  thousand  dollars  ($372,000)  of  said 
bonds  are  to  be  delivered  in  accordance  with  the  terms  of  the  afore- 
said Indenture  and  Contract,  when  said  Contract  shall  have  been  ex- 
ecuted and  delivered  to  this  Company. 

Special  Meeting  of  the  Board  of  Directors,  December  21, 
1881. 

Minutes  of  Executive  Committee  meeting  were  read  and  approved. 

"On  motion  of  Mr.  Sloan,  duly  seconded,  the  following  resolutions 
were  adopted,  viz: 

Resolved,  That  the  resolutions  adopted  by  the  Executive  Commit- 
tee on  the  8th  day  of  October,  1881,  accepting  the  conveyance  of  the 
East  Line  and  Red  River  Railroad  Company  to  this  Company,  as 
set  forth  in  the  minutes  of  meeting  of  that  date,  and  authorizing  the 
issue  and  delivery  of  12,400  shares  of  the  increased  capital  stock  and 
$1,240,000  of  the  General  Consolidated  Bonds  of  this  Company,  on 
account  of  said  East  Line  and  Red  River  Railroad,  be  and  the  same 
are  here  rescinded,  and  the  following  resolutions  are  hereby  adopted 
in  lieu  thereof,  viz.: 

Resolved,  That  the  Indenture  and  Contract  conveying  the  prop- 
erty and  franchises  of  the  East  Line  and  Red  River  Railroad  Com- 
pany to  this  Company,  as  recorded  on  pages  357  to  359  of  Directors' 
Minute  Book  No.  2,  be  so  modified  that  a  part  of  the  consideration 
therefor  shall  consist  of  thirteen  thousand  dollars  per  mile  of  the 
General  Consolidated  Bonds  of  this  Company,  instead  of  the  three 
thousand  dollars  per  mile  in  said  bonds  in  said  Indenture  and  Con- 
tract provided,  and  that  when  said  Contract  and  Indenture,  modified 
as  aforesaid,  shall  have  been  executed  by  the  East  Line  and  Red 
River  Railroad  Company,  this  Company  will  accept  the  delivery 
thereof  and  cause  it  to  be  duly  recorded,  and  all  the  property  therein 
mentioned  to  be  acquired  by  and  merged  into  the  property  of  this 
Company  on  the  terms  and  conditions  in  said  Indenture  set  forth. 

Resolved,  That  when  said  Indenture  and  Contract,  as  modified, 
shall  have  been  duly  approved  by  the  stockholders  of  the  East  Line 
and  Red  River  Railroad  Company,  and  shall  have  been  executed 
and  delivered  to  this  Company,  the  Executive  Officers  of  this  Com- 
pany be,  and  they  are  hereby  authorized  and  empowered  to  perform 
all  of  the  obligations  and  stipulations  in  the  said  Contract  to  be  done 


74 

and  performed  by  this  Company,  and  that  the  Mercantile  Trust 
Company,  as  Registrar  of  this  Company's  stock,  is  hereby  requested 
to  countersign  an  issue  of  twelve  thousand  four  hundred  (12,400) 
shares  of  one  hundred  dollars  each  of  the  increased  capital  stock  of 
this  Company,  required  to  be  issued  by  the  terms  of  the  aforesaid 
Indenture,  being  at  the  rate  of  ten  thousand  dollars  per  mile  for  one 
hundred  and  twenty-four  miles  of  constructed  road  of  the  said  East 
Line  and  Red  River  Railroad  Company,  extending  from  Jefferson  to 
Greenville,  in  the  State  of  Texas. 

Resolved,  That  the  said  The  Mercantile  Trust  Company,  as  Trus- 
tee of  the  General  Consolidated  Mortgage  of  this  Company,  be  and  is 
hereby  further  requested  to  certify  under  Section  Ninth  of  said  mort- 
gage two  million  four  hundred  and  eighty  thousand  dollars($2,48o,ooo) 
of  the  bonds  therein  provided  to  be  issued,  commencing  with  No. 
34,102,  of  which  amount  eight  hundred  and  sixty-eight  thousand  dol- 
lars (5868, 000)  are  hereby  set  apart  and  reserved  for  the  purpose  of 
exchanging  a  like  amount  of  outstanding  bonds  of  the  said  East  Line 
and  Red  River  Railroad  Company,  issued  under  and  secured  by  a 
mortgage  dated  June  1st,  1880,  executed  by  the  said  East  Line  and 
Red  River  Railroad  Company  to  the  Fidelity,  Insurance,  Trust  and 
Safe  Deposit  Company,  of  the  City  of  Philadelphia,  and  the  remain- 
der of  said  bonds  are  to  be  delivered  in  accordance  with  the  terms 
of  the  General  Consolidated  Mortgage  for  the  purposes  in  said  Con- 
tract and  Indenture  provided. 


Special  Meeting  ok  Executive  Committee,  held  the  nth  day 
ot  December,  1880. 

"The  question  of  acquiring  the  railway  and  franchises  of  the  Mis- 
souri, Kansas  and  Texas  Extension  Railway  Company  by  purchase 
of  securities,  issued  thereupon,  was  discussed,  and  on  motion,  duly 
seconded,  Mr.  Russell  Sage  and  the  Counsel  of  the  Company  were 
appointed  a  committee,  with  power  to  negotiate  and  consummate 
such  purchase  on  the  best  obtainable  terms. 


Special  Meeting    of   the   Board    of    Directors,  held  on  the 
14th  day  of  January,  1881. 

"The  committee  to  negotiate  for  the  purchase  of  the  securities  of 
the  Missouri,  Kansas  and  Texas  Extension   Railway,  with  a  view  of 


75 

making  said  railway  a  part  of  the  property  of  this  Company,  reported, 
through  Mr.  McCready,  that  the  negotiations  were  progressing  favor- 
ably, a  considerable  number  of  the  holders  of  such  securities  having 
indicated  their  acceptance  of  the  terms  proposed. 

The   report  of  the   committee  was   accepted  and  the  committee 
continued. 


Special  Meeting  of  the  Executive  Committee,  held  on  the  5th 
day  of  February,  1881. 

The  following  resolution  was  approved  and  adopted: 

Resolved,  That  for  the  purpose  of  purchasing  and  acquiring  the 
ninety-four  miles  of  railway  extending  from  Denison,  Texas,  south- 
easterly to  Greenville,  in  said  State  of  Texas,  and  from  Denison 
southwesterly  to  Gainesville,  in  said  State,  being  the  property  of  the 
Missouri,  Kansas  and  Texas  Extension  Railway  Company,  together 
with  the  franchises,  rights  and  property  pertaining  thereto,  the  Mer- 
cantile Trust  Company,  Trustee  under  the  General  Consolidated 
Mortgage  of  this  Company,  of  December  1st,  1880,  be  and  is  hereby 
authorized  and  requested  to  deliver  upon  the  order  of  the  President 
one  million  eight  hundred  and  eighty  thousand  dollars  ($1,880,000) 
of  bonds  issued  under  and  secured  by  said  mortgage,  said  bonds  to 
commence  with  No.  30,218. 

Note. — The  deed  conveying  the  Missouri,  Kansas  and  Texas  Ex- 
tension Railway  Company  appears  in  Directors'  Minute  Book  No. 
2,  but  no  resolution  accepting  the  same  appears  therein. 


- »      ■«■» 


Minutes  of  Stockholders'  Meetings. 


Annual  Meeting  ok  the  Stockholders  of  the  Missouri,  Kansas 
and  Texas  Railway  Company,  held  at  the  office  of  the  Company,  in 
Parsons,  Kansas,  on  Wednesday,  the  17th  day  of  May,  1882,  at  12 
o'clock  noon,  pursuant  to  the  Jiy-Laws  and  notice  duly  published 
and  given. 

Resolved,  That  the  stockholders  of  this  Company  hereby  ratify  and 


/6 

confirm  the  action  of  the  Board  of  Directors  and  of  the  Executive 
Committee  thereof  in  acquiring  the  railroads  and  franchises  of  the 
Missouri,  Kansas  and  Texas  Extension  Railway  Company,  the  East 
Line  and  Red  River  Railroad  Company,  and  the  Dallas  and  Wichita 
Railway  Company  upon  the  terms  contained  in  the  respective  deeds 
of  conveyance,  as  set  forth  in  the  Directors'  Book  of  Minutes  No.  2, 
now  submitted,  and  we  do  hereby  authorize  and  consent  to  the 
merger  of  said  railroads  and  franchises  with  the  property  and  fran- 
chises of  this  Company  upon  the  terms  named  in  said  deeds  of  con- 
veyance respectively. 

Annual  Meeting  of  the  Stockholders,  held  at  the  office  of  the 
Company,  in  Parsons,  Kansas,  on  Wednesday,  the  18th  day  of  May, 
1881,  at  12  o'clock  noon,  pursuant  to  the  By-Laws  and  notice  duly 
published  and  given. 

Further  Resolved,  "That  the  acts  of  the  officers  and  Directors  of  the 
Company  in  issuing  and  delivering  one  million  eight  hundred  and 
eighty  thousand  dollars  ($1,880,000)  of  said  General  Consolidated 
Bonds,  and  one  million  eight  hundred  and  eighty  thousand  dollars 
($1,880,000)  of  the  increased  capital  stock  for  the  purpose  of  acquir- 
ing the  railway  and  property  of  the  Missouri,  Kansas  and  Texas  Ex- 
tension Railway  Company,  be  and  the  same  are  hereby  ratified  and 
confirmed  and  adopted  as  the  acts  of  this  corporation; 

Also,  at  the  Stockholders'  Meeting  of  May  17,  1882,  the  following 
resolution  was  passed: 

Resolved,  That  all  the  acts  and  proceedings  of  the  Board  of  Direc- 
tors and  of  the  Executive  Committee  thereof,  as  contained  in  the 
Minutes  now  submitted  and  recorded  on  pages  344  to  403,  both  inclu- 
sive, of  Directors'  iViinute  Book  No.  2,  and  also  the  official  acts  of  the 
officers  since  the  annual  meeting  of  1881,  be  and  the  same  are  here- 
by approved,  ratified  and  confirmed,  and  that  the  same  are  hereby 
adopted  as  and  made  the  acts  and  doings  of  this  corporation. 

Resolved,  That  the  proceedings  of  the  Board  of  Directors  and  ot 
the  Executive  Committee  thereof  from  the  23d  day  of  May,  1881,  to 
the  present  time,  as  recorded  in  Directors'  Minute  Book  No.  2,  on 
pages  344  to  403,  both  inclusive,  be  and  the  same  are  hereby  ordered 
to  be  made  matters  of  record  in  the  same  manner  and  to  the  same 
extent,  and  have  the  same  effect  as  though  all  of  said  meetings  had 
been  held  in  the  State  of  Kansas. 


77 

Annual  Meeting  of  the  Stockholders  of  the  Missouri,  Kansas 
and  Texas  Railway  Company,  held  at  the  office  of  the  Company,  in 
Parsons,  Kansas,  on  Wednesday,  the  16th  day  of  May,  A.  D.,  1883, 
at  12  o'clock  noon,  pursuant  to  the  By-Laws  and  notice  duly  pub- 
lished and  given  according  to  law. 

Resolved,  That  the  stockholders  of  this  Company  hereby  approve, 
ratify  and  confirm  the  action  of  the  Board  of  Directors,  through  its 
Executive  Committee,  in  acquiring  the  railway  and  franchises  of  the 
Trinity  and  Sabine  Railway  Company,  upon  the  terms  contained  in 
the  Indenture  and  Contract  set  forth  on  pages  421  to  423  of  Direc- 
tors' Minute  Book  No.  2,  now  submitted. 

And  we  do  hereby  authorize  and  consent  to  the  merger  of  said 
railroad  and  franchises  with  the  property  and  franchises  of  this  Com- 
pany upon  the  terms  named  in  said  Indenture. 


Annual  Meeting  of  the  Stockholders  of  the  Missouri,  Kansas 
and  Texas  Railway  Company,  held  at  the  office  of  the  Company,  at 
Parsons,  Kansas,  on  Wednesday,  the  19th  day  of  May,  A.  D.,  1886,  at 
12  o'clock  noon,  pursuant  to  the  By-Laws  of  the  said  Company,  and 
notice  duly  published  and  given  according  to  law. 

The  following  preamble  and  resolutions  were  adopted,  viz: 

Whereas,  At  a  special  meeting  of  the  stockholders  of  this  Com- 
pany, duly  convened  and  held  on  the  17th  day  of  November,  1880, 
at  which  more  than  two-thirds  of  the  then  outstanding  capital  stock 
were  represented  and  voted  in  favor  thereof,  the  Directors  of  this 
Company  were  empowered  to  use  and  apply  the  increased  capital 
stock  and  General  Consolidated  Bonds  at  said  meeting  authorized  to 
be  created  and  issued  for  the  purpose  of  perfecting  and  completing 
the  railway  system  of  the  Company  by  the  purchase  and  construc- 
tion in  Texas  and  elsewhere  of  extensions  of  and  annexations  to  this 
Company's  line  of  railway;  and 

Whereas,  In  furtherance  of  the  policy  adopted  and  approved  at 
said  meeting  of  stockholders,  and  in  order  to  foster  and  protect  the 
business  of  the  Company  as  well  as  to  enable  it  to  meet  a  rapidly  in- 
creasing competition  with  other  railway  companies,  it  is  deemed  ad- 
visable at  the  present  time  to  secure,  either  by  purchase  or  construc- 
tion, in  addition  to  the  lines  already  acquired  and  constructed,  the 
following  described  lines  of  railway  in  the  State  of  Texas,  viz: 

The  railway  of  the  Dallas  and  Greenville  Railway  Company,  ex- 


78 

tending  from  Greenville,  in  Hunt  county,  to  Dallas,  in  Dallas 
county. 

A  line  of  railway  extending  from  Gainesville,  in  Cook  county, 
westwardly  through  Montague,  Clay  and  Archer  counties. 

A  line  of  railway  extending  from  Fort  Worth,  in  Tarrant  county, 
southwestwardlv  through  Johnson,  Hood,  Comanche,  Hamilton, 
Brown,  Larrfpasas  and  San  Saba  counties,  or  either  of  them. 

A  line  of  railway  extending  southeastwardly  from  Taylor,  on  the 
main  line,  through  Bastrop  and  Fayette  counties. 

A  line  of  railway  extending  from  the  present  terminus  of  the 
Trinity  and  Sabine  Railway  eastwardly,  through  Jasper  and  Newton 
counties,  to  the  eastern  boundary  line  of  the  State  of  Texas. 

A  line  of  railway  extending  from  Dangerfield,  on  the  East  Line  and 
Red  River  Railroad,  northeastwardly,  through  Cass  and  Bowie  coun- 
ties, to  or  near  Texarkana. 

"NOW,  THEREFORE,  IT  IS 

Resolved,  That  the  Board  of  Directors  of  this  Company,  or  the 
Executive  Committee  thereof,  be  and  they  are  hereby  empowered 
and  requested  to  use  and  apply  the  six  per  cent.  General  Consoli- 
dated Bonds  of  this  Company  provided  to  be  issued  under  the  Gen- 
eral Consolidated  Mortgage  of  December  ist,  1880,  in  securing  by 
construction  or  purchase  the  annexations  and  extensions  before  de- 
scribed and  such  other  and  further  extensions  and  annexations,  as  in 
the  judgment  of  the  Board  of  Directors  or  Executive  Committee 
thereof  may  be  deemed  necessary,  at  a  cost  not  exceeding  the  rate  of 
twenty  thousand  dollars  per  mile  in  said  bonds  for  each  and  every 
mile  of  railway  so  constructed  or  acquired. 

Further  Resolved,  That  the  conveyance  and  transfer  to  this  Com- 
pany of  the  railway  and  property  purchased  from  other  companies 
pursuant  to  the  foregoing  resolution  be  made  in  such  manner  and 
upon  such  terms  as  shall  be  approved  by  counsel  of  the  Company. 

Annual  Meeting  of  the  Stockholders  of  the  Missouri,  Kan- 
sas and  Texas  Railway  Company,  held  at  the  office  of  the  Company, 
in  Parsons,  Kansas,  on  Wednesday,  the  18th  day  of  May,  A.  D.  1887, 
at  12  o'clock  noon,  pursuant  to  the  By-Laws  of  said  Company  and 
notice  duly  published  and  given,  according  to  law,  the  following 
resolution  was  adopted: 

Resolved,  That  the  action  of  the  Executive  Committee  and  of  the 


f  79 

Board  of  Directors  in  acquiring  the  railways  and  the  properties  of 
the  Taylor,  Bastrop  and  Houston  Railway  Company,  the  Dallas  and 
Greenville  Railway  Company,  and  the  Gainesville,  Henrietta  and 
Western  Railway  Company,  and  in  issuing  and  delivering  the  six  per 
cent.  General  Consolidated  Bonds  of  the  Company  at  the  rate  of 
twenty  thousand  dollars  ($20,000)  per  mile  on  account  of  and  in 
payment  for  said  railways,  as  set  forth  on  pages  28  to  33,  38  to  41, 
52  and  53,  all  inclusive,  of  Directors'  Minute  Book  No.  3,  now  sub- 
mitted, be  and  the  same  is  hereby  ratified,  approved  and  confirmed 
by  the  stockholders  of  this  Company. 


The  Denison  and  Pacific  Railway. 

The  Denison  and  Sontheastern  Railway  Company, 

The  Missouri,  Kansas  and  Texas  Extension  Railway  Company. 


«  <■  »  ■>  » 


DENISON  AND  PACIFIC  RAILWAY. 


The  Denison  and  Pacific  Railway  was  organized,  un- 
der the  General  Laws  of  the  State  of  Texas,  by  Articles 
of  Association,  dated  the  19th  day  of  April,  1878,  which 
were  filed  in  the  orifice  of  the  Department  of  State,  April 
the  24th,  1878. 

Under  its  charter  it  was  authorized  to  construct  a  rail- 
way from  Denison,  in  the  county  of  Grayson,  through 
the  counties  of  Cooke,  Montague,  Clay,  Jack  and  Ar- 
cher, a  distance  of  one  hundred  and  fifty  miles,  to  Bel- 
knap, in  Young  county. 

By  instrument  of  writing  dated  the  1  ith  day  of  March, 
1880,  the  Denison  and  Pacific  Railway  sold  and  con- 
veyed to  .the  Denison  and  South  Eastern  Railway  Com- 
pany its  line  of  railway,  then  constructed  and  thereafter 
to  be  constructed  under  its  charter,  together  with  its 
right  of  way,  depot  grounds,  and  other  lands,  etc.,  to- 
gether with  its  rolling  stock  and  equipments,  and  also  all 
corporate  and  other  franchises,  rights  and  privileges 
connected  therewith. 


The  Denison  and  South  Eastern  Railway  Company, 


AFTERWARD    NAMED 


MISSOURI,  KANSAS  AND  TEXAS  EXTENSION  RAILWAY 

COMPANY. 


The  Denison  and  South  Eastern  Railway  Company 
was  organized  and  incorporated,  under  the  General  Laws 
of  the  State  of  Texas,  by  Articles  of  Association,  dated 
the  ioth  day  of  July,  1877,  which  were  filed  in  the  De- 
partment of  State  July  27,  1877. 

Under  its  charter  it  was  empowered  to  construct  a  line 
of  railway  from  Denison,  in  the  county  of  Grayson, 
through  the  county  of  Fannin,  a  distance  of  fifty  miles, 
to  Greenville,  in  the  county  of  Hunt. 

By  amended  articles  of  incorporation,  dated  the  6th 
day  of  March,  1880,  filed  in  the  Department  of  State 
March  23,  1880,  the  name  of  the  corporation  was 
changed  to  that  of  "Missouri,  Kansas  and  Texas  Ex- 
tension Railway  Company!' 

The  route  of  the  railway  of  the  Company  was  also 
amended,  empowering  it  to  construct  the  proposed  rail- 
way from  Denison,  in  the  county  of  Grayson,  through 
the  county  of  Fannin,  a  distance  of  fifty  miles,  to  Green- 
ville, in  the  county  of  Hunt,  and  also  from  the  said  city 
of  Denison,  in  the  county  of  Grayson,  through  the  coun- 
ties of  Cooke,  Montague,  Clay,  Archer  and  Jack,  to 
Belknap,  in  the  county  of  Young,  a  distance  of  one  hun- 
dred and  fifty  miles,  more  or  less,  making  the  whole  line 
of  said  road  a  distance  of  two  hundred  miles,  more  or 
less. 

By  instrument  of  writing,  dated  the  1  ith  day  of  March, 


82 

i88o,  the  Denison  and  Pacific  Railway  conveyed  to  the 
Denison  and  South  Eastern  Railway  Company  its  line 
of  railway,  then  constructed  and  thereafter  to  be  con- 
structed, under  its  charter,  together  with  its  right  of  way, 
depot  grounds,  other  lands,  etc.,  together  with  its  rolling 
stock  and  equipments;  and  also,  all  corporate  and  other 
franchises,  rights  and  privileges  connected  therewith. 

On  the  i  st  day  of  February,  1878,  the  Denison  and 
Southeastern  Railway  Company  executed  and  delivered 
to  the  Union  Trust  Company,  of  New  York,  a  mortgage 
conveying  that  certain  part,  or  portion,  of  the  railway 
which  the  said  Company  had  contracted  to  construct, 
from  the  City  of  Denison  southeasterly  to  a  point  in  Fan- 
nin county,  a  distance  of  twenty  miles,  more  or  less, 
together  with  its  right  of  way,  depot  grounds,  other 
lands,  etc.,  rolling  stock  and  equipments;  and  also, 'all 
corporate  and  other  franchises,  rights  or  privileges,  con- 
nected with,  or  relating  to,  the  said  railway,  or  to  the 
construction,  maintenance,  or  use  of  the  railway  con- 
veyed; and  also,  all  the  lands  which  might  be  acquired 
from  the  State  of  Texas,  by  reason  of  the  construction 
of  the  said  twenty  miles  of  railway. 

The  mortgage  was  executed  to  secure  a  series  of 
bonds,  of  said  company,  to  the  amount  of  one  hundred 
and  ninety  thousand  dollars,  said  bonds  to  bear  interest 
at  the  rate  of  twelve  per  cent,  per  annum,  and  were  pay- 
able in  New  York,  on  or  before  the  first  day  of  February, 
1888. 

On  the  first  day  of  June,  1880,  the  Missouri,  Kansas 
and  Texas  Extension  Railway  Company  executed  to  the 
Union  Trust  Company,  of  New  York,  Trustee,  a  mort- 
gage conveying,  to  said  Trust  Company,  its  corporate 
property  and  franchises,  to  secure  a  series  of  bonds,  two 


83 

thousand  in  number,  of  said  railway  company,  for  one 
thousand  dollars  each,  payable  on  the  first  day  of  June, 
1900,  at  New  York,  with  interest  at  the  rate  of  ten  per 
cent,  per  annum,  payable  semi-annually. 

On  the  26th  day  of  November,  1881,  the  Union  Trust 
Company,  of  New  York,  executed  a  release,  acknowl- 
edging the  payment  of  said  bonds,  and  releasing  said 
mortgage. 

On  the  26th  of  May,  1881,  the  Union  Trust  Company, 
of  New  York,  the  Missouri,  Kansas  and  Texas  Exten- 
sion Railway  Company,  and  the  Missouri,  Kansas  and 
Texas  Railway  Company  entered  into  an  agreement 
conveying  all  the  property,  franchises  and  rights  of  the 
Missouri,  Kansas  and  Texas  Extension  Railway  Com- 
pany to  the  Missouri,  Kansas  and  Texas  Railway  Com- 
pany. 

Following  are  the  instruments  hereinbefore  referred  to. 


DENISON  AND  PACIFIC  RAILWAY. 


ARTICLES  OF  ASSOCIATION, 

Dated  April  igth,  i8j8.%   Filed  in   the   Department  of  State 
April  24th,   1878. 


Know  all  men  by  these  presents,  that  we,  the  undersigned  subscrib- 
ers to  the  stock  of  the  contemplated  railroad  hereinafter  described, 
being  desirous  of  forming  a  corporation  for  the  purpose  of  construct- 
ing, owning  and  maintaining  such  railroad,  pursuant  to  the  provisions 
of  an  act  of  the  Legislature  of  the  State  of  Texas,  approved  August 
19,1876,  entitled  "An  Act  to  provide  for  the  incorporation  of  associ- 
ations that  may  be  organized  for  the  purpose  of  constructing  rail- 
ways, maintaining  and  operating  the  same,  for  prescribing  and  de- 
fining the  duties  and  limiting  the  powers  of  such  corporations  when 
so  organized,"  do  hereby  adopt  the  following  articles  of  incorpora- 
tion, to  wit: 

First.  The  name  of  said  corporation  shall  be,  The  Denison  and 
Pacific  Railway. 

Second.  It  is  intended  to  construct  the  proposed  railway  from 
Denison,  in  the  county  of  Grayson,  through  the  counties  of  Cooke, 
Montague,  Clay,  Jack,  and  Archer,  a  distance  of  one  hundred  and 
fifty  miles,  to  Belknap,  in  Young  county. 

Third.  The  principal  business  office  of  said  corporation  shall  be 
established  and  maintained  at  Denison,  Grayson  county,  Texas. 

Fourth.  The  existence  of  the  said  corporation  shall  commence  at 
the  date  of  the  filing  hereof  in  the  office  of  the  Secretary  of  the  State 
of  Texas,  and  shall  continue  for  the  period  of  fifty  years  next  there- 
after. 

Fifth.  The  amount  of  the  capital  stock  of  the  said  corporation 
shall  be  one  million  five  hundred  thousand  dollars,  divided  into  fif- 
teen thousand  shares  of  one  hundred  dollars  each. 

Sixth.     The  association  to  be  incorporated  as  aforesaid  is  formed 


85 

of  the  several  persons  below  named:  William  A.  Sanford,  John  B. 
McDougal,  Edward  Perry,  James  Scullin,  Alexander  W.  Acheson, 
Samuel  Star,  Silas  G.  Eddy,  and  William  S.  Lowe,  all  of  whom  reside 
in  the  City  of  Denison,  county  of  Grayson,  and  State  of  Texas;  John 
Scullin,  who  resides  at  St.  Louis,  in  the  State  of  Missouri,  and  Henry 
D.  Merick,  who  resides  at  Hannibal,  in  the  State  of  Missouri. 

Seventh.  The  names  of  the  members  of  the  first  Board  of  Direc- 
tors of  said  corporation  are:  R.  S.  Stevens,  John  Scullin,  H.  D.  Mer- 
ick, Edward  Perry,  R.  C.  Foster,  W.  H.  Sanford,  and  A.  W.  Ache- 
son,  a  majority  of  whom  are  citizens  and  residents  of  the  State  of 
Texas.  The  government  of  said  corporation  and  the  management  ot 
its  affairs  shall  be  vested  in  the  Board  of  Directors,  and  in  a  Presi- 
dent, Vice-President  and  Executive  Committee  of  three  persons,  who 
shall  all  be  chosen  from  and  act  under  the  direction  of  said  Board. 

Eighth.  The  capital  stock  of  said  corporation  shall  be  divided 
into  fifteen  thousand  shares  of  one  hundred  dollars  each. 

In  witness  whereof  we  have  hereunto  signed  our  names  this  nine- 
teenth day  of  April,  in  the  year  one  thousand  eight  hundred  and 
seventy  eight. 

(Signed)  Edward  Perry, 

John  Scullin, 
H.  D.  Merick, 
W.  H.  Sanford, 
W.  S.  Lowe, 
Jas.  Scullin, 

J.  B.  McDOUGALL, 

Sam'l'iStar., 
S.  D.  Eddy, 
Alex.  M.  Acheson. 


State  of  Texas,    ) 
County  of  Grayson,  j 

I,  A.  H.  Coffin,  a  Notary  Public  within  and  for  the  county  of 
Grayson,  in  the  State  of  Texas,  duly  commissioned  and  qualified  to 
take  acknowledgements  of  deeds,  do  hereby  certify  that  John  Scullin, 
William  H.  Sanford,  Henry  1).  Merick,  John  B.  McDougall,  Edward 
Perry,  James  Scullin,  Alexander  W.  Acheson,  Sam'l  Star,  Silas  G. 
Eddy,  and  William  S.  Lowe,  this  day  personally  came  before  me  and 
severally  acknowledged  that  they  signed  the  foregoing  instrument  of 
writing  bearing  date  on  the  nineteenth  day  of  April,  A.  D.  1878,  as 


86 

their  voluntary  act  and  deed  for  the  uses  and  purposes  therein  men- 
tioned. 

In  testimony  whereof  I  have  hereunto  set  my  hand  and  affixed  my 
seal  this  nineteenth  day  of  April,  A.  D.  1878. 

(Signed)  A.  H.  Coffin, 

[seal.]  Notary  Public. 


State  of  Texas,    ) 

y  ss 

County  of  Grayson.  \ 

Be  it  remembered,  that  on  this  day,  nineteenth  of  April,  A.  D.1878, 
before  me,  a  Notary  Public  within  and  for  the  county  of  Grayson,  in 
the  State  of  Texas,  personally  appeared  John  Scullin,  William  H. 
Sanford  and  Henry  D.  Merick,  who  being  severally  duly  sworn,  did 
each  for  himself  depose  and  say  that  he  is  a  director  named  in  the 
foregoing  articles  of  incorporation  of  the  Denison  and  Pacific  Rail- 
way, and  that  the  capital  stock  of  said  Company  to  the  amount  of 
one  hundred  and  fifty  thousand  dollars,  being  one  thousand  dollars 
per  mile  of  the  said  railway,  has  been  subscribed,  and  that  five  per 
cent,  of  the  amount  has  actually  been  paid  in. 

(Signed)  John  Scullin, 

W.  H.  Sanford, 
H.  D.  Merick. 

Sworn  to  and  subscribed  before  me  this  nineteenth  day  of  April, 
A.  D.  1878.  Given  under  my  hand  and  seal  this  nineteenth  day  of 
April,  A.  D.   1878. 

(Signed)  A.  H.  Coffin, 

[  L.  S.  ]  Notary  Public. 


The  State  of  Texas,  T 

Attorney  General's  Office,    j 

This  is  to  certify  that  the  articles  of  incorporation  of  the  Denison 
and  Pacific  Railway  Company,  to  which  this  certificate  is  attached, 
were  submitted  to  me  on  the  24th  day  of  April,  1878,  and  after  ex- 
amining the  same  I  find  them  to  be  in  accordance  with  the  provi- 
sions of  "An  act  to  provide  for  the  incorporation  of  associations  that 
may  be  organized  for  the  purpose  of  constructing  railways,  maintain- 
ing and  operating  the  same,  for  prescribing  and  defining  the  duties 
and  limiting  the  powers  of  such   corporations  when  so  organized," 


87 

approved  August  15th,  1876,  and  not  in  conflict  with  the  laws  of  the 
United  States,  or  of  this  State. 

Witness  my  hand,  at  Austin,  Texas,  this,  the  24th  day  of  April,  A. 
D.  1878. 

(Signed)  H.  H.  Boone, 

Attorney  General  State  of  Texas. 


[endorsed.] 

Charter  of  the  Denison  and  Pacific  Railway  Company.  Filed  in  the 
Department  of  State  April  24th,  1878,  and  recorded  on  pages  66,  67 
and  68  of  Records  of  Railway  Charters. 

(Signed)  J.  G.  Searcy, 

Secretary  of  State. 


The  State  of  Texas, 

Department  of  State. 

I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  original  char- 
ter of  the  "Denison  and  Pacific  Railway  Company"  with  the  en- 
dorsements thereon  as  now  appears  of  record  in  this  Department. 

Witness  my  official  signature,  and  the  seal  of  the  State  affixed,  at 
the  City  of  Austin,  this  19th  day  of  February,  A.  D.  1886. 

J.  W.  Baines, 

[seal.]  Secretary  of  State. 


Denison  and  South  Eastern  Railway  Company. 
Missouri,  Kansas  and  Texas  Extension  Railway  Company, 


ARTICLES  OF  INCORPORATION, 

Dated  July  10I/1,  1877.      Filed  in  the  Department  of  State 
July  27th,  1877. 


Know  all  men  by  these  presents,  that  we,  the  undersigned  sub- 
scribers to  the  stock  of  the  contemplated  Railroad,  hereinafter  de- 
scribed, being  desirous  of  forming  a  corporation,  for  the  purpose  of 
constructing,  owning  and  maintaining  such  Railroad,  pursuant  to  the 
provisions  of  an  act  of  the  Legislature  of  the  State  of  Texas,  ap- 
proved August  19th,  1876,  entitled  "An  Act  to  provide  for  the  incor- 
poration of  associations  that  may  be  organized  for  the  purpose  of 
constructing  railways,  maintaining  and  operating  the  same,  for  pre- 
scribing and  denning  the  duties  and  limiting  the  powers  of  such  cor- 
porations when  so  organized,"  do  hereby  adopt  the  following  articles 
of  incorporation,  to-wit: 

First.  The  name  of  said  corporation  shall  be,  "The  Denison 
and  South  Eastern  Railway  Company." 

Second.  It  is  intended  to  construct  the  proposed  railway  from 
Denison,  in  the  county  of  Grayson,  through  the  county  of  Fannin,  a 
distance  of  fifty  miles,  to  Greenville,  in  the  county  of  Hunt. 

Third.  The  principal  business  office  of  the  said  corporation  shall 
be  established  and  maintained  at  Denison,  Grayson  county,  Texas. 

Fourth.  The  existence  of  the  said  corporation  shall  commence  at 
the  date  of  the  filing  hereof  in  the  office  of  the  Secretary  of  State  of 
the  State  of  Texas,  and  shall  continue  for  the  period  of  fifty  years 
next  thereafter. 


89 

Fifth.  The  amount  of  the  capital  stock  of  the  said  corporation 
shall  be  fifty  thousand  dollars,  divided  into  five  hundred  shares  of 
one  hundred  dollars  each. 

Sixth.  The  association  to  be  incorporated  as  aforesaid  is  formed 
of  the  several  persons  below  named  :  Nathaniel  L.  McCready,  Ed- 
ward K.  Bell,  Horace  M.  Ruggles,  George  J.  Forrest,  William  H. 
Appleton,  Isaac  Bell,  Francis  Skiddy,  Henry  B.  Hinson,  Thomas  W. 
Osborne,  all  of  whom  reside  in  the  city  and  State  of  New  York,  and 
Henry  D.  Merick,  who  resides  at  Hannibal,  in  the  State  of  Mis- 
souri. 

Seventh.  The  names  of  the  members  of  the  first  Board  of  Direc- 
tors of  said  corporation  are:  William  White  Wright,  William  H.  Ap- 
pleton, Nathaniel  L.  McCready,  Hezron  A.  Johnson,  Edward  K.  Bell, 
George  J.  Forrest,  Francis  Skiddy,  Horace  M.  Ruggles,  and  A.  W. 
Acheson. 

The  government  of  the  said  corporation  and  the  management  of 
its  affairs  shall  be  vested  in  the  Board  of  Directors,  and  in  a  Presi- 
dent and  Executive  Committee  of  three  persons,  who  shall  all  be 
chosen  from  and  act  under  the  direction  of  said  Board. 

Eighth.  The  capital  stock  of  the  said  corporation  shall  be  divid- 
ed into  five  hundred  shares  of  one  hundred  dollars  each. 

In  witness  whereof  we  have  hereunto  signed  our  names,  this  tenth 
day  of  July,  in  the  year  one  thousand  eight  hundred  and  seventy- 
seven. 

(Signed)  N.  L.  McCreadv, 

Edward  K.  Bell, 
H.  M.  Ruggles, 
George  J.  Forrest, 
William  H.  Appleton, 
Isaac  Bell, 
H.  D.  Merick, 
Francis  Skiddy, 
H.  B.  Henson, 
Thomas  W.  Osborne. 


:k,  ) 

k, } ss- 


State  of  New  York, 
County  of  New  York, 

I,  George  W.  Browne,  a  Commissioner  for  the  State  of  Texas,  res- 
ident in  New  York,   duly  commissioned   and   qualified   to  take   the 


90 

I 

t 

acknowledgment  of  deeds,  etc.,  do  hereby  certify  that  Nathaniel  L. 
McCready,  Edward  K.  Bell,  Horace  M.  Ruggles,  George  J.  Forrest, 
William  H.  Appleton,  Isaac  Bell,  Francis  Skiddy,  Henry  B.  Henson, 
Thomas  W.  Osborne  and  Henry  D.  Merick  this  day  personally  came 
before  me,  and  severally  acknowledged  that  they  signed  the  annexed 
instrument  of  writing  bearing  date  on  the  tenth  day  of  July,  A.  D. 
1877,  as  their  voluntary  act  and  deed  for  the  uses  and  purposes 
therein  mentioned. 

In  testimony  whereof  I  hereunto  set  my  hand,  and  affix  my  official 
seal,  this  tenth  day  of  July,  A.  D.  1887. 

(Signed)  George  W.  Browne, 

[l.  s.]  Commissioner  for  Texas  in  New  York. 


State  of  New  York, 
City  and  County  of  New  York, 

Be  it  remembered,  that  on  the  nth  day  of  July,  A.  D.  1877,  before 
me,  George  W.  Browne,  a  Commissioner  for  the  State  of  Texas,  res- 
ident in  New  York,  duly  commissioned  and  qualified,  personally  ap- 
peared Francis  Skiddy,  George  J.  Forrest,  and  Horace  M.  Ruggles, 
who,  being  severally  duly  sworn,  did  each  for  himself  depose  and  say 
that  he  is  a  director  named  in  the  foregoing  and  annexed  articles  of 
incorporation  of  the  Denison  and  Sftuth  Eastern  Railway  Company, 
and  that  the  capital  stock  of  said  Company,  to  the  amount  of  fifty 
thousand  dollars,  being  one  thousand  dollars  per  mile  of  the  said 
railway,  has  been  subscribed,  and  that  five  per  cent,  of  the  amount 
has  actually  been  paid  in. 

(Signed)  Francis  Skiddy, 

George  J.  Forrest, 
H.  M.  Ruggles. 

Sworn  to  and  subscribed  before  me  this  nth  day  of  July,  A.  D. 
1887. 

(Signed)  George  W.  Browne, 

[l.  s.]  Commissioner  for  the  State  of  Texas 

in  New  York. 


9i 

The  State  of  Texas, 
Attorney  General's  Office 


.} 


This  is  to  certify  that  the  articles  of  incorporation  of  the  Denison 
anu  South  Eastern  Railway  Company,  to  which  this  certificate  is  at- 
tached, were  submitted  to  me  on  the  17th  day  of  July,  1877,  and  after 
examining  the  same  I  find  them  to  be  in  accordance  with  the  provi- 
sions of  "An  act  to  provide  for  the  incorporation  of  associations  that 
may  be  organized  for  the  purpose  of  constructing  railways,  maintain- 
ing and  operating  the  same,  for  prescribing  and  defining  the  duties 
and  limiting  the  powers  of  such  corporations  when  so  organized," 
approved  August  15th,  1876,  and  not  in  conflict  with  the  laws  of  the 
United  States,  or  of  this  State. 

Witness  my  hand,  at  Austin,  Texas,  this  the  27th  day  of  July,  A. 
D.  1877. 

(Signed)  H.  H.  Boone, 

Attorney  General. 


The  foregoing  Charter  was  endorsed  as  follows:  "  Articles  of  In- 
corporation of  the  Denison  and  South  Eastern  Railway  Company." 

Filed  in  the  Department  of  State  July  27th,  1877,  and  recorded 
July  28,  1877,  on  pages  30,  31,  32  and  ^^  of  Record  of  Railway 
Charters. 

(Signed)  J.  G.  Searcy, 

Secretary  of  State  for  the  State  of  Texas. 


The  State  of  Texas, 
Department  of  State 


.} 


I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  original  char- 
ter of  the  "  Denison  and  South  Eastern  Railway  Company"  with 
the  endorsements  thereon,  as  now  appears  of  record  in  this  Depart- 
ment. 

Witness  my  official  signature,  and  the  seal  of  the  State  affixed,  at 
the  City  of  Austin,  this  19th  day  of  February,  A.  D.  1886. 

J.  W.  Baines, 

[seal.]  Secretary  of  State. 


Denison  and  Southeastern  Railway  Company 


TO 


UNION  TRUST  COMPANY  OF  NEW  YORK. 


■»     4»  — >  ■> 


MORTGAGE 

To  Secure  One  Hundred  and  Ninety  Bonds  of  One  Thousand  Dollars 
each,  of  date  February  ist,  1878. 


This  Indenture,  made  the  first  day  of  February,  one  thousand 
eight  hundred  and  seventy-eight,  between  the  Denison  and  South 
Eastern  Railway  Company,  of  the  one  part,  and  the  Union  Trust 
Company  of  New  York,  of  the  other  part. 

Whereas,  The  said  Denison  and  South  Eastern  Railway  Company 
is  a  corporation  duly  organized  and  incorporated  under  the  laws  of 
the  State  of  Texas,  for  the  purpose  of  building  a  railway  from  the 
city  of  Denison,  in  the  county  of  Grayson  and  State  of  Texas,  to 
Greenville,  in  the  county  of  Hunt,  in  the  said  State,  a  distance  of 
about  fifty  miles; 

And  Whereas,  By  the  laws  of  said  State,  the  said  Railway  Com- 
pany has  authority  to  borrow  money,  and  to  issue  and  dispose  of  its 
bonds  for  the  amount  so  borowed,  and  to  secure  the  payment  thereof 
by  a  mortgage  upon  its  corporate  property  and  franchises; 

And  Whereas,  The  Railway  Company  has  resolved  to  exercise  its 
power  by  issuing  and  disposing  of  its  bonds  or  obligations,  to  the 
amount  of  one  hundred  and  ninety  thousand  dollars,  at  such  rate  of 
interest,  and  with  such  provisions  as  to  redemption,  or  otherwise,  as 
hereinafter  appear,  which  said  bonds  or  obligations  shall  be  in  the 


93 

words  and  figures  following,  subject  only  to  necessary  variations  as 
to  the  distinguishing  numbers  and  amount  thereof: 

State   of  Texas. 

DENISON  AND  SOUTH  EASTERN  RAILWAY  COMPANY. 

FIRST     MORTGAGE     BOND. 
No. $1,000. 

Know  all  men  by  these  presents,  that  the  Denison  and  South 
Eastern  Railway  Company  is  indebted  to 

in  the  sum  of  one  thousand  dollars,  lawful  money  of  the  United 
States  of  America,  which  the  said  Company  promises  to  pay  to  the 
registered  holder  thereof  on  or  before  the  first  day  of  February,  in 
the  year  of  our  Lord  one  thousand  eight  hundred  and  eight-eight,  at 
its  office  or  agency,  in  the  city  of  New  York.  And  the  Company 
also  promises  to  pay  interest  thereon  in  the  meantime  at  the  rate  of 
twelve  per  cent,  per  annum,  in  the  like  lawful  money,  quarterly,  on 
the  first  days  of  February,  May,  August,  and  November,  in  each  year, 
at  its  office  in  the  City  of  New  York,  and  in  case  of  default  in  the 
payment  of  any  quarterly  installment  of  interest,  which  shall  have 
become  payable,  and  the  continuance  of  such  default  for  the  period 
of  three  months  after  the  maturity  of  such  installment,  the  principal 
of  this  Bond,  with  all  arrearage  of  interest  thereon,  shall  become  due 
in  the  manner  and  with  the  effect  provided  in  the  Indenture  of  Mort- 
gage securing  the  payment  of  the  same  hereinafter  mentioned. 

This  Bond  is  one  of  a  series  of  Bonds  amounting  in  the  aggregate 
to  one  hundred  and  ninety  thousand  dollars,  the  payment  of  each 
and  all  of  which  is  equally  secured  by  an  Indenture  of  Mortgage 
bearing  date  February  ist,  1878,  made  by  the  Denison  and  South 
Eastern  Railway  Company  to  the  Union  Trust  Company  of  New 
York,  as  Trustee,  conveying  that  part  or  portion  of  the  Railway  of 
the  said  Company,  extending  from  the  city  of  Denison,  southeasterly, 
a  distance  of  twenty  miles,  as  the  same  is  or  shall  be  hereafter  con- 
structed; and  the  equipments,  appurtenances,  property,  revenues, 
franchises  and  things  in  the  said  Indenture  of  Mortgage  mentioned 
and  described. 

This   Bond  is   transferable   on  the  books  of  the  Company,  at  its 

office  in  the  City  of  New  York. 


94 

This  bond  shall  not  become  obligatory  until  it  shall  have  been 
authenticated  by  a  certificate  of  the  said  Trustee  to  the  effect  that 
the  same  is  one  of  the  series  oi  bonds  described  in  said  mortgage. 

In  witness  whereof  the  said  Company  has  caused  .  .  corporate 
seal  to  be  hereto  affixed  and  the  same  to  be  attested  by  the  signatures 
of  its  President  and  Secretary,  this  .  .  day  of    ,  A.  D.  187  . . 


Now,  this  Indenture  witnesseth,  that  in  consideration  of  the 
premises,  and  the  sum  of  one  dollar  to  the  Railway  Company  duly 
paid  by  the  said  The  Union  Trust  Company  of  New  York,  party  of 
the  second  part,  hereinafter  called  the  Trust  Company,  and  in  the 
exercise  of  the  powers  in  this  behalf  given  to  the  Railway  Company, 
as  hereinbefore  mentioned,  the  Railway  Company  doth  hereby  grant, 
bargain,  sell,  assign,  convey  and  transfer  unto  the  said  Trust  Com- 
pany, its  successors  and  assigns,  all  and  singular  that  certain  part  or 
portion  of  the  railway  which  the  said  Company  is  authorized  and 
has  contracted  to  construct,  extending  from  the  said  City  of  Deni- 
son,  southeasterly,  to  a  point  in  Fannin  county,  a  distance  of  twenty 
miles,  more  or  less,  together  with  the  railway,  right  of  way,  depot 
grounds,  and  other  lands,  and  all  tracks,  bridges,  viaducts,  fences  and 
other  structures,  depots,  station-houses,  engine-houses,  car-houses, 
freight-houses,  wood-houses,  and  other  buildings,  all  machine  shops, 
and  other  shops  held  or  equipped  by  the  said  Railway  Company,  its 
successors  or  assigns,  for  use  in  connection  with  the  said  railway  or 
any  part  thereof,  or  with  the  business  of  the  same,  and  also  all  loco- 
motives, cars  and  other  rolling  stock,  or  equipments,  and  all  ma- 
chinery, tools,  implements,  fuel,  and  materials  for  constructing,  oper- 
ating, repairing  or  replacing  said  railway,  or  any  part  thereof,  or  any 
of  the  equipments  or  appurtenances  of  the  said  railway,  or  any  part 
thereof,  and  including  also  all  revenues,  rents,  tools,  sums  of  money, 
and  income  arising  or  to  arise  from  the  said  railway,  or  other,  the 
premises  hereinbefore  expressed  to  be  conveyed,  or  any  of  them. 
And  also  all  corporate  or  other  franchises,  rights  or  privileges  con- 
nected with  or  relating  to  the  said  railway  or  to  the  construction, 
maintenance  or  use  of  the  said  hereinbefore  conveyed  railway;  and 
also  all  the  right,  title  and  interest,  which  the  Company  now  has  or 
may  hereafter  acquire  by  reason  of  the  construction  of  the  sajd  rail- 
way from  Denison  southeasterly,  a  distance  of  twenty  miles,  as  afore- 
said, to  and  in  any  lands  to  which,  by  the  laws  of  the  State  of  Texas, 


95 

the  Railway  Company  may  be  or  become  entitled  by  reason  of  the 
construction  of  the  said  railway,  together  with  all  and  singular  the 
tenements,  hereditaments,  rights,  members,  privileges,  easements  and 
appurtenances  to  the  said  railway,  lands  and  premises  hereinbefore 
expressed  to  be  conveyed,  or  any  of  them,  belonging  or  in  any  wise 
appertaining,  or  at  any  time  held  or  enjoyed  therewith,  and  the  re- 
version or  reversions,  remainder  and  remainders,  tolls,  incomes, 
revenues,  rents,  issues  and  profits  thereof,  and  also  all  the  estate, 
right,  title,  and  interest,  property,  possession,  claim  and  demand, 
whatsoever,  as  well  in  law  as  in  equity,  of  the  said  Railway  Company 
of,  in  and  to  the  same,  and  any  and  every  part  thereof,  with  the  ap- 
purtenances. 

To  have  and  to  hold  all,  and  singular  the  above  mentioned  and 
described  railway  and  lands,  and  all  other  the  premises  hereinbefore 
expressed  to  be  conveyed,  with  the  appurtenances,  unto  and  to  the 
use  of  the  said  Trust  Company,  its  successors  and  assigns,  upon  and 
for  the  trusts,  interests  and  purposes  hereinafter  expressed  and  de- 
clared, of  and  concerning  the  same,  that  is  to  say: 

First.  No  one  of  the  said  bonds  shall  be  deemed  issued,  or  be 
valid,  or  secured  by  this  mortgage,  until  there  shall  have  been  en- 
dorsed upon  it  a  certificate  duly  signed  by  the  Trust  Company,  or 
its  successor  or  successors  in  this  trust,  to  the  effect  following,  that 
is  to  say: 

The  Union  Trust  Company,  of  New  York,  hereby  certifies  that  the 
within  bond  is  one  of  the  series  of  bonds  described  in  the  Trust  Deed 
or  Mortgage  within  mentioned. 

Seco?ui.  In  case  any  default  shall  be  made  by  the  said  Railway 
Company  in  the  payment  of  the  principal  or  interest  secured  by  the 
said  bonds  or  obligations,  or  some  or  one  of  them,  according  to  the 
tenor  thereof,  and  such  default  shall  continue  for  the  period  of  three 
months,  it  shall  be  lawful  for  the  said  Trust  Company,  as  Trustee,  or 
by  its  attorneys  or  agents,  to  sell  and  dispose  of  all  and  singular  the 
said  railway,  lands  and  premises  hereinafter  expressed  to  be  con- 
veyed, or  any  of  them,  or  any  part  or  parts  thereof,  respectively, 
either  together  or  in  parcels,  by  public  auction,  in  the  City  of  New 
York,  and  at  such  time  as  it  or  they  may  appoint,  with  power  upon 
any  such  sale,  to  make  any  stipulations  as  to  title,  or  evidence  of 
title,  or  form  of  conveyance,  or  payment  of  the  purchase  money,  by 
installments  or  otherwise,  or  any  other  stipulations  with  reference  to 
such  sale  as  the  said  Trust  Company,  as  Trustee,  may  think  proper, 


96 

and  also  with  power  to  buy  in,  or  rescind,  or  vary  any  contract  for 
sale;  and  to  resell  without  being  answerable  for  any  loss  occasioned 
thereby.  Provided  always,  that  before  any  such  sale,  said  Trust  Com- 
pany, as  Trustee,  shall  give  notice  of  the  place  and  time  of  such  sale 
by  advertisement,  published  not  less  than  once  a  week  for  six  weeks, 
in  a  newspaper  published  in  the  City  of  Denison,  and  State  of  Texas, 
and  also  a  newspaper  published  in  the  City  of  New  York,  but  it  shall 
be  lawful  for  the  said  Trust  Company,  as  Trustee,  to  adjourn  the  said 
sale  from  time  to  time,  in  its  or  their  discretion,  and,  if  so  adjourning, 
to  make  the  same  without  further  notice  at  the  time  and  place  to 
which  the  same*  may  be  adjourned;  and  it  shall  be  lawful  for  the  said 
Trust  Company,  as  Trustee,  to  make  and  deliver  to  every  purchaser 
at  any  such  sale  such  good  and  sufficient  deed  or  deeds  in  the  law, 
for  the  assurance  and  conveyance  of  the  property  purchased  in  fee 
simple  or  an  equivalent  estate,  according  to  the  nature  of  such  prop- 
erty, as  the  said  Trustee  shall  think  fit,  or  the  said  Trust  Company 
may,  at  its  option,  take  such  proceedings  in  any  court  of  competent 
jurisdiction,  for  the  collection  of  said  bonds  and  the  enforcement  of 
this  instrument,  as  it  may  be  advised. 

Third.  The  said  Railway  Company  shall  keep  at  its  office,  in  the  City 
of  New  York,  a  book  to  be  designated  a  Register  of  Bonds,  in  which 
shall  be  registered  the  names  of  all  holders  of  the  bonds  issued  here- 
under, and  a  book  to  be  called"  Transfers  of  Bonds,  and  said  bonds 
shall  only  be  transferable  upon  the  said  Book  of  Transfer  by  the 
registered  holder  thereof,  or  by  his  duly  authorized  agent  or  attor- 
ney, and  a  new  bond  shall  thereupon  be  issued  by  the  Railway  Com- 
pany to  the  person  to  whom  such  transfer  has  been  made  upon  the 
surrender  and  cancellation  of  the  bond  so  transferred,  and  this  Mort- 
gage shall  secure  and  inure  to  the  benefit  of  the  holders  of  the  new 
bonds  which  may  be  issued  on  such  transfers. 

Fourth.  The  said  Trust  Company,  as  Trustee,  shall  at  any  time 
hereafter  have  the  right  to  pay  the  said  bonds,  with  the  accrued  in- 
terest thereon,  to  the  holder  thereof,  and  upon  giving  notice  of  its 
readiness  to  pay  the  same,  by  advertisement  in  a  daily  newspaper  of 
good  circulation,  published  in  the  City  of  New  York,  once  a  week 
for  six  weeks  successively,  all  interest  upon  such  bond  shall  cease. 

Fifth.  The  said  Trust  Company,  as  Trustee,  may,  at  its  option,  at 
the  end  of  any  one  year,  give  notice  to  the  holders  of  said  bonds,  by 
advertisement  in  some  newspaper  of  good  circulation,  published  in 
the  City  of  New  York,  that  it  will  receive  offers  for  the  sale  of  some 


97 

or  all  of  the  said  bonds,  and  may  accept  so  many  thereof  as  may  be 
offered  for  sale,  at  a  rate  not  exceeding  a  premium  of  ten  per  cent., 
and  the  bonds  so  purchased  shall  be  cancelled  and  returned  to  the 
said  Railway  Company. 

Sixth.  The  said  Railway  Company  hereby  covenants  that  it  will 
pay,  or  cause  to  be  paid,  the  said  bonds  to  be  issued  and  secured  by 
this  Mortgage,  as  aforesaid,  and  the  interest  thereon  quarterly,  in 
lawful  money,  and  also  all  taxes,  levies  and  assessments  imposed  and 
assessed  upon  the  premises,  franchises  and  property  hereby  conveyed, 
or  intended  so  to  be,  and  also  the  United  States  Government  tax 
upon  the  interest  payable  on  said  bonds  and  each  of  them,  and  that 
it  will,  at  its  own  expense,  do  or  cause  to  be  done,  all  things  neces- 
sary to  preserve  and  keep  valid  the  lien  and  incumbrance  hereby 
created. 

Seventh.  The  said  Trust  Company,  Trustee,  and  its  successors  in 
trust,  may  employ,  at  the  expense  of  the  said  Railway  Company,  such 
attorneys,  counsel  or  other  agents  as  may  be  necessary  in  the  execu- 
tion of  the  trust  hereby  created,  and  shall  be  entitled  to  just  com- 
pensation for  all  services  rendered  in  the  execution  of  this  trust,  and 
to  be  reimbursed  for  all  necessary  expenditures  in  and  about  the 
same. 

Eighth.  And  it  is  further  mutually  agreed  and  declared,  that  in 
case  of  the  resignation  or  inability,  for  any  reason,  of  the  said  Trust 
Company  to  act  in  the  execution  of  the  trust  hereby  created,  then 
the  holders  of  a  majority  in  interest  of  the  bonds  may  select  and 
designate  in  writing  one  or  more  competent  persons,  or  another  cor- 
poration, competent  to  act  in  the  place  of  said  Trust  Company,  to 
execute  said  trust,  and  until  the  bondholders  make  such  selection, 
the  President  of  the  said  Railway  Company,  with  the  consent  in 
writing  of  the  owners  or  holders  of  said  bonds,  to  the  amount  of  fifty 
thousand  dollars,  may  select  and  appoint  one  or  more  persons,  or 
another  corporation,  competent  to  act,  to  fill  the  vacancy,  and  the 
person,  persons,  or  corporation  so  selected  shall  have  and  possess 
the  same  rights  and  powers  as  Trustee  or  Trustees  as  he,  they  or  it, 
would  have  had  and  possessed  if  originally  a  party  or  parties  to  this 
Indenture. 

Ninth.  The  said  Railway  Company  shall,  from  time  to  time,  and 
at  all  times  hereafter,  and  as  often  as  thereunto  requested  by  the  said 
Trust  Company,  its  successor  or  successors,  execute  and  deliver  all 
such  further  deeds,  conveyances  and  assurances  in  the  law  for  the 


98 


better  assuring  unto  the  said  Trust  Company,  its  successor  or  suc- 
cessors in  the  trust  hereby  created,  upon  the  trusts  herein  expressed, 
the  said  railroad,  equipments  and  appurtenances  hereinbefore  con- 
veyed, or  intended  so  to  be,  as  by  the  said  Trust  Company,  its  suc- 
cessor or  successors,  or  by  its  or  their  counsel  learned  in  the  law, 
shall  be  reasonably  advised,  desired  or  required. 

Provided,  however,  and  this  conveyance  is  upon  the  express  condi- 
tion, that  upon  the  payment  in  full  of  said  bonds,  and  the  interest 
due  thereon,  then  the  estate,  title  and  interest  hereby  granted  shall 
cease  and  determine,  and  the  said  Trust  Company,  its  successor  or 
successors  in  this  trust,  shall  convey,  assign,  transfer,  and  deliver 
over  to  said  Railway  Company  the  hereinbefore  conveyed  railroad, 
with  its  equipments  and  appurtenances  and  property  remaining  in  its 
possession,  and  shall  duly  execute  and  deliver  to  the  said  Railway 
Company  a  proper  release  and  satisfaction  of  this  Mortgage. 

In  witness  whereof,  the  said  Railway  Company  has  caused  its  cor- 
porate seal  to  be  hereunto  affixed,  and  the  same  to  be  attested  by  the 
signatures  of  its  President  and  Secretary;  and  the  said  Trust  Com- 
pany, to  evidence  its  acceptance  of  the  trust  hereby  created,  has  also 
caused  its  corporate  seal  to  be  hereunto  affixed,  and  the  same  to  be 
attested  by  the  signatures  of  its  President  and  Secretary,  the  day  and 
year  first  above  written. 

W.  WHITEWRIGHT,  President 
[l.  s.]  Denison  and  South  Eastern  Railway  Co. 

H.  B.  HENSON,  Secretary 
Denison  and  South  Eastern  Railway  Co. 

UNION  TRUST  COMPANY  OF  NEW  YORK, 
[l.  s.]  By  EDWD.  KING,  President. 

JAS.   H.  OGILVIE,  Secretary 
Union  Trust  Company  of  New  York. 


State  of  New  York,  > 

City  and  County  of  New  York,  ) 

Be  it  remembered,  that  on  this  18th  day  of  April,  A.  D.  1878,  be- 
fore me,  Charles  Nettleton,  a  Commissioner  of  the  State  of  Texas, 
in  and  for  the  State  of  New  York,  residing  in  the  City  of  New  York, 
personally  appeared  Edward  King,  the  President  of  the  Union  Trust 
Company  of  New  York,  and  James  H.  Ogilvie,  the  Secretary  of  the 
same  Company,   to  me  respectively   personally  known   to  be  such, 


99 

who,  being  by  me  severally  duly  sworn,  did  depose  and  say,  that  he, 
the  said  Edward  King,  resided  in  Staten  Island,  in  the  State  of  New 
York;  that  he,  the  said  James  A.  Ogilvie,  resided  in  Mount  Clair,  in 
the  State  of  New  Jersey;  that  he,  said  Edward  King,  was  the  Presi- 
dent, and  he,  said  James  H.  Ogilvie,  was  the  Secretary  of  the  said 
Company;  that  they  know  the  corporate  seal  of  said  Company;  that 
the  seal  affixed  to  the  foregoing  instrument  is  such  corporate  seal; 
that  it  was  so  affixed  thereto  by  order  of  the  Board  of  Directors  of 
said  Company,  and  that  they,  the  said  Edward  King  and  James  H. 
Ogilvie,  signed  their  names  thereto,  by  the  like  order,  as  President 
and  Secretary  of  said  Company  respectively;  and  the  said  Edward 
King  and  James  H.  Ogilvie,  who  are  to  me  well  known  to  be  the  in- 
dividuals described  in  and  who  executed  the  foregoing  instrument 
from  the  Denison  and  South  Eastern  Railway  Company  in  favor  of 
the  Union  Trust  Company  aforesaid,  acknowledged  to  me  that  they 
executed  the  same  for  the  uses,  purposes  and  considerations  therein 
stated,  and  that  the  same  is  their  act  and  deed,  and  the  act  and  deed 
of  said  Union  Trust  Company. 

In  witness  whereof,   I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  18th  day  of  April,  A.  D.  1878. 

Charles  Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 


State  of  New  York. 
City  and  County  of  New  York. 

Be  it  remembered,  that  on  this  18th  day  of  April,  A.  D.,  1878,  be- 
fore me,  Charles  Nettleton,  a  Commissioner  of  the  State  of  Texas,  in 
and  for  the  State  of  New  York,  residing  in  the  said  City  of  New 
York,  personally  appeared  W.  Whitewright,  the  President  of  the 
Denison  and  South  Eastern  Railway  Company,  and  H.  B.  Henson, 
the  Secretary  of  the  same  Company,  to  me  respectively  personally 
known  to  be  such,  who,  being  by  me  severally  duly  sworn,  did  de- 
pose and  say,  that  he,  said  W.  Whitewright,  resided  in  said  City  of 
New  York;  that  he,  said  H.  B.  Henson,  resided  in  Brooklyn,  in 
the  State  of  New  York;  that  said  W.  Whitewright  was  the  President, 
and  he,  said  H.  B.  Henson,  was  the  Secretary  of  the  said  Company; 
that  they  know  the  corporate  seal  of  said  Company;  that  the  seal 
affixed  to  the  foregoing  instrument  is  such  corporate  seal;  that  it  was 
so  affixed  thereto  by  order  of  the  Board   of  Directors  of  said  Com- 


IOO 

pany,  and  that  they,  the  said  W.  Whitewright  and  H.  B.  Henson, 
signed  their  names  thereto,  by  the  like  order,  as  President  and  Secre- 
tary of  said  Company  respectively;  and  the  said  W.  Whitewright  and 
H.  B.  Henson,  who  are  to  me  personally  known  to  be  the  individuals 
described  in,  and  who  executed  the  foregoing  instrument  from  said 
Denison  and  South  Eastern  Railway  Company  in  favor  of  the  Union 
Trust  Company  of  New  York,  acknowledged  to  me  that  they  exe- 
cuted the  same  for  the  uses,  purposes  and  considerations  therein 
stated,  and  that  the  same  is  their  act  and  deed,  and  the  act  and  deed 
of  said  Company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  18th  day  of  April,  A.  D.,  1878. 

[l.  s.]  Charles  Nettleton, 

Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 
Filed  May  1st,  1878. 
Recorded  May  2d,  1878. 

G.  A.  Dickerman,  Clerk. 


State  of  Texas, 

V  ss 
County  of  Grayson.  ) 

I,  J.  P.  Austin,  Clerk  of  the  County  Court  in  and  for  Grayson 
county,  Texas,  certify  that  the  above  and  foregoing  seven  pages  is  a 
true  and  correct  copy  of  a  Mortgage  from  the  Denison  and  South 
Eastern  Railway  Company  to  the  Union  Trust  Company  of  New 
York,  together  with  the  certificate  of  authentication  and  date  of  file 
and  record  thereof,  as  appears  of  record  in  my  office  on  pages  5 1 1  to 
517,  inclusive,  in  Volume  "E,"  of  the  Mortgage  Records  of  said 
Grayson  county. 

Given  under  my  hand  and  official  seal,  at  office  in  the  city  of  Sher- 
man, on  this  25th  day  of  September,  A.  D.,  1889. 

[l.  s.]  J.  P.  Austin,  Clerk. 


Amendment  to  the  Act  of  Incorporation 


OF    THE 


DENISON  AND  SOUTH  EASTERN  RAILWAY  COMPANY, 


Dated  March  6th,  1880.       Filed  in  the  Department  of  State 
March  23rd,  1880. 


Know  all  men  by  these  presents  that  the  Denison  and  South 
Eastern  Railway  Company  hereby  amends  its  charter  in  the  follow- 
ing particulars: 

First.  The  name  of  this  corporation  is  hereby  changed  to  and 
shall  hereafter  be  the  "Missouri,  Kansas  and  Texas  Extension  Rail- 
way Company." 

Second.  The  route  of  the  railway  of  this  Company  is  hereby 
amended  so  as  to  read  as  follows: 

It  is  intended  to  construct  the  proposed  railway  from  Denison,  in 
the  county  of  Grayson,  through  the  county  of  Fannin,  a  distance  of 
fifty  miles,  to  Greenville,  in  the  county  of  Hunt,  and  also  from  the 
said  City  of  Denison,  in  the  county  of  Grayson,  through  the  coun- 
ties of  Cooke,  Montague,  Clay,  Archer,  and  Jack,  to  Belknap,  in  the 
county  of  Young,  a  distance  of  one  hundred  and  fifty  miles,  more  or 
less,  making  the  whole  length  of  said  road  a  distance  of  two  hundred 
miles,  more  or  less. 

Third.  The  amount  of  the  capital  stock  of  this  Company  shall  be 
two  hundred  thousand  dollars. 

Fourth.  The  capital  stock  of  this  corporation  shall  be  divided 
into  two  thousand  shares  of  one  hundred  dollars  each. 

In  witness  whereof  the  Denison  and  Southeastern  Railway  Com- 
pany has  caused  these  presents  to   be  signed  by  its  President  and 


102 

Board  of  Directors,  and   attested  by  its  Secretary  under  the  seal  of 
the  said  corporation,  on  this  6th  day  of  March,  A.  D.  1880. 

(Signed)  W.  Whitewright,  President, 

Attest:  Edward  W.  Bell,  Vice-President, 

H.  B.  Henson,  N.  L.  McCready,  Director. 

Secretary.  Wm.  H.  Appleton,         " 

[  L.  S.  ]  J.  P.  Rockwell, 

Edward  Harding,        " 
Sam  Hanna,  " 

Alex.  W.  Acheson,        " 
R.  C.  Foster,  " 


Attorney  General's  Office,  } 
Austin,  March  28,  1880.        } 

This  is  to  certify  that  the  annexed  amendments  to  the  articles  of 
incorporation  of  the  Denison  and  South  Eastern  Railway  Company 
were  submitted  to  me  on  this  day,  and  after  examining  the  same  I 
find  them  to  be  in  accordance  with  the  provisions  of  the  General 
Laws  of  the  State  of  Texas  as  contained  in  the  Revised  Statutes  of 
said  State  (Title  LXXXIV.  Chap,  two)  providing  for  amendments  to 
articles  of  incorporation  of  railway  companies  that  may  be  organized 
for  the  purpose  of  constructing  railroads,  maintaining  and  operating 
the  same,  and  not  in  conflict  with  the  laws  of  this  State,  or  the  United 
States.  ^ 

(Signed)  Geo.  McCormick, 

Attorney  General  of  Texas. 


[endorsed.] 
Amendment  to  the  charter  of  the  "Denison  and  South  Eastern  Rail- 
way Company."     Filed  in  the  Department  of  State  March  23,  1880, 
and  recorded  on  pages  174  and  175  of  Record  of  Railway  Charters. 
(Signed)  T.  H.  Bowman, 

Acting  Secretary  of  State. 


103 

The  State  of  Texas,         \ 
Department  of  State.  ) 
I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  amended  char- 
ter of  the  "Denison  and  South  Eastern  Railway  Company,"  with  the 
endorsements  thereon  as  now  appears  of  record  in  this  Department. 
Witness  my  official  signature,  and  the  seal  of  State  affixed,  at  the 
City  of  Austin,  this  22d  day  of  February,  A.  D.  1886. 

J.  W.  Baines, 
[seal.]  Secretary  of  State. 


DENISON  AND  PACIFIC   RAILWAY 


TO 


Denison  and  South  Eastern  Railway  Company. 


DEED 

Conveying  its  Corporate  Rights  and  Franchises,   of  date 
March  u,  1880. 


This  Indenture  made  the  eleventh  day  ot  March,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  eighty,  between  the  Deni- 
son and  Pacific  Railway,  party  of  the  first  part,  and  the  Denison 
and  South  Eastern  Railway  Company,  party  of  the  second  part,  wit- 
nesseth  that  the  said  party  of  the  first  part,  for  and  in  consideration 
of  the  sum  of  one  dollar,  lawful  money  of  the  United  States  of  Ameri- 
ca, to  it  in  hand  paid  by  the  said  party  of  the  second  part,  at  or  be- 
fore the  ensealing  and  delivery  of  these  presents,  the  receipt  whereof 
is  hereby  acknowledged,  and  other  good  and  valuable  considerations, 
has  granted,  bargained,  sold,  aliened,  remised,  released,  conveyed 
and  confirmed,  and  by  these  presents  doth  grant,  bargain,  sell,  alien, 
remise,  release,  convey  and  confirm  unto  the  said  party  of  the  second 
part  and  to  its  successors  and  assigns  forever  all  and  singular  the 
railway  which  the  said  party  of  the  first  part  was  by  law  authorized 
to  construct,  as  the  same  now  is  constructed,  extending  from  the  city 
of  Denison,  in  the  county  of  Grayson,  and  State  of  Texas,  through 
the  counties  of  Cook,  Montague,  Clay,  Archer  and  Jack,  to  Belknap, 
in  the  county  of  Young,  in  said  State,  a  distance  of  one  hundred  and 
fifty  miles,  more  or  less,  including  all  the  railway,  way,  right  of  way, 
depot  grounds  and  other  lands,  all  tracks,  bridges,  viaducts,  culverts, 
fences  and  other  structures,  depots,  station  houses,  engine  houses, 
wood  houses  and  other  buildings,  and  all  machine  shops  and  other 
shops  held  or  acquired  by  said  party  of  the  first  part  for  use  in  con- 


I05 

nection  with  said  railway  or  any  part  thereof,  or  with  the  business  of 
the  same,  and  including  all  locomotives,  locomotive  tenders,  cars  and 
other  rolling  stock  or  equipments,  and  all  machinery,  tools,  imple- 
ments, fuel  and  materials  for  constructing,  operating,  repairing  or  re- 
placing the  said  railway  or  any  part  thereof,  or  any  of  the  equip- 
ments or  appurtenances  of  the  said  railway  or  any  part  thereof,  and 
including  also  all  revenues,  freights,  tolls,  sums  of  money  and  income 
arising,  or  to  arise  from  the  said  railway,  or  the  premises  herein  be- 
fore expressed  to  be  conveyed,  or  any  of  them,  and  also  all  corporate 
and  other  franchises,  rights  and  privileges  connected  with  or  relating 
to  said  railway  or  to  the  construction,  maintenance  or  use  of  the 
said  railway  or  otherwise  belonging  to  said  party  of  the  first  part, 
together  with  all  and  singular  the  tenements,  hereditaments,  rights, 
liberties,  privileges,  easements  and  appurten'ances  to  the  said  railway, 
lands,  and  premises  heretofore  expressed  to  be  conveyed,  or  any  of 
them,  belonging,  or  in  any  way  appertaining,  or  at  any  time  held  or 
enjoyed  therewith,  and  the  reversion  and  reversions,  remainder  and 
remainders,  tolls,  incomes,  revenues,  rents,  issues  and  profits  thereof, 
and  also  all  the  estate,  right,  title  and  interest,  property,  possession, 
claim  and  demand  whatsoever,  as  well  at  law  as  in  equity,  of  the  said 
party  of  the  first  part,  of,  in  and  to  the  same,  and  any  and  every  part 
thereof,  with  the  appurtenances,  to  have  and  to  hold  all  and  singular 
the  above  mentioned  and  described  premises,  together  with  the  ap- 
purtenances, unto  the  said  party  of  the  second  part,  its  successors 
or  assigns,  forever. 

In  witness  whereof  the  said  Denison  and  Pacific  Railway  has 
caused  these  presents  to  be  signed  by  its  President  pro  tern.,  and  its 
official  seal  to  be  hereunto  affixed  the  day  and  year  first  above  writ- 
ten. 

DENISON  AND  PACIFIC  RAILWAY, 
[l.  s.]  By  Hezron  A.  Johnson,  President  Pro  tern. 


State  ok  New  York,         ) 
City  and  County  of  New  York.  ) 

Be  it  remembered,  that  on  this  13th  day  of  March,  A.  D.,  1880,  be- 
fore me,  Charles  Edgar  Mills,  a  Commissioner  of  the  State  of  Texas, 
for  the  State  of  New  York,  residing  in  said  City  of  New  York,  per- 
sonally appeared  Hezron  A.  Johnson,  the  President  pro  tern,  of  the 
Denison  and  Pacific  Railway,  a  Company,  to  me  personally  known 
to  be  such,  who,  being  by  me  duly  sworn,  did  depose  and  say  that  he 


io6 

resided  in  New  York  City,  New  York;  that  he  was  the  President  pro 
te?n.  of  the  said  Company;  that  he  knows  the  corporate  seal  of  said 
Company;  that  the  seal  affixed  to  the  foregoing  instrument  is  such  cor- 
porate seal;  that  it  was  so  affixed  thereto  by  order  of  the  Board  of 
Directors  of  said  Company,  and  that  he  signed  his  name  thereto  by 
the  like  order,  as  the  President  pro  tern,  of  said  Denison  and  Pacific 
Railway;  and  the  said  Hezron  A.  Johnson,  being  personally  known  to 
me  to  be  the  person  whose  name  is  subscribed  to  the  foregoing  in- 
strument as  President,  who  thereupon  acknowledged  to  me  that  he 
had  executed  the  same  as  the  act  and  deed  of  said  Railway  Com- 
pany for  the  purposes  and  considerations  therein  expressed. 

In  witness  whereof  I  have  hereunto  set  rhy  hand  and  'affixed  my 
seal  this  13th  day  of  March,  A.  D.,  1880. 
[l.  s.]  Charles  Edgar  Mills, 

Commissioner  for  Texas  in  New  York,  117  Broadway,  N.  Y.  City. 

Filed  March  18th,  1880,  at  1.40  o'clock  p.  m. 
Recorded  March  18th,  1880. 

G.  A.  Dickerman,  Clerk. 


State  of  Texas, 
Grayson    County. 

I,  J.  P.  Austin,  Clerk  of  the  County  Court  in  and  for  Grayson 
county,  Texas,  do  hereby  certify  that  the  above  and  foregoing  is  a 
true  and  correct  copy  of  a  deed  from  the  Denison  and  Pacific  Rail- 
way Company  to  the  Denison  and  South  Eastern  Railway  Company, 
together  with  the  certificate  of  authentication  and  date  of  file  and 
record  thereof  as  appears  of  record  in  my  office  on  pages  129  and 
130,  in  Volume  46,  of  Deed  Records  of  said  Grayson  county. 

Given  under  my  hand  and  official  seal,  at  office,  in  the  city  of 
Sherman,  Texas,  on  this  25th  day  of  September,  A.  D.,  1889. 

J.  P.  Austin,  Clerk. 


Missouri,  Kansas  and  Texas  Extension  Railway  Company 


TO 


UNION  TRUST  COMPANY  OF  NEW  YORK. 


MORTGAGE 


To  Secure   Two   Thousand  Bonds  of  One  Thousand  Dollars  each,  of 
date  June  ist,  1880. 


THIS  INDENTURE,  of  the  date  the  first  day  of  June,  one 
thousand  eight  hundred  and  eighty,  between  the  Missouri,  Kansas 
and  Texas  Extension  Railway  Company,  a  corporation  duly  or- 
ganized and  existing  under  the  laws  of  the  State  of  Texas,  party  of 
the  first  part,  and  the  Union  Trust  Company,  of  New  York,  a  cor- 
poration duly  organized  and  existing  under  the  laws  of  the  State  of 
New  York,  party  of  the  second  part. 

Whereas,  The  party  of  the  first  part  is  a  railroad  company  duly 
organized  in  and  pursuant  to  the  laws  of  the  State  of  Texas,  and  is 
the  owner  of  certain  railroad  property  in  the  said  State; 

And  Whereas,  The  party  of  the  second  part  is  Mortgagee  in  trust 
for  bondholders  of  the  Missouri,  Kansas  and  Texas  Railway  Com- 
pany, under  several  mortgages; 

And  Whereas,  under  and  pursuant  to  said  mortgages,  and  under 
and  pursuant  to  a  certain  agreement  between  the  party  of  the  second 
part,  the  said  Missouri,  Kansas  and  Texas  Railway  Company,  and 
certain  bondholders  and  creditors  of  the  said  Missouri,  Kansas  and 
Texas  Railway  Company,  bearing  date  March  ist,  1876,  the  said 
party  of  the  second  part  entered  into  and  is  now  in  the  possession  of 
the  Missouri,  Kansas  and  Texas  Railway,  and  is  operating  the  same; 


io8 

And  Whereas,  A  certain  agreement  has  heretofore  been  made  by 
and  between  certain  persons,  proposing  to  become  the  stockholders 
and  bondholders  of  the  party  of  the  first  part  hereto,  which  said 
agreement  was  in  the  words  and  figures  following,  to  wit: 

Memorandum  of  plan  for  acquiring  and  extending  the  Denison  and 
South  Eastern  and  Denison  and  Pacific  Railroads,  in  the  interest  of 
the  bondholders  of  the  Missouri,  Kansas  and  Texas  Railway. 

Parties  furnishing  funds  for  new  roads  to  subscribe  the  amounts 
set  opposite  their  names  and  receive  one  bond  of  $1,000,  and  one 
share  of  $100  for  each  $1,000  subscribed,  the  bonds  to  be  delivered 
to  them,  the  stock  to  be  placed  with  the  Union  Trust  Company  upon 
the  conditions  mentioned  below: 

Bonds  to  be  issued  for  actual  cost  of  roads,  bearing  ten  per  cent, 
interest,  payable  half  yearly,  secured  by  first  Mortgage  upon  the 
roads  to  the  Union  Trust  Company  of  New  York,  Trustee,  and  sub- 
scribed for  by  stockholders  at  ninety  per  cent.,  the  interest  to  be 
payable  half  yearly;  but  if  funds  are  insufficient  to  meet  full  interest 
a  partial  payment  may  be  made,  and  if  such  partial  payments 
amount  to  seven  per  cent,  in  any  one  year,  there  shall  be  no  fore- 
closure for  the  balance,  but  it  shall  remain  due  and  be  paid  out  of 
first  earnings  of  succeeding  years  applicable  thereto,  prior  to  any 
application  of  sinking  fund. 

Interest  at  the  rate  of  ten  per  cent,  per  annum  upon  funds  sub- 
scribed, to  be  allowed  from  date  of  actual  payment,  and,  if  deemed 
advisable,  such  interest  may  be  treated  as  part  of  cost  of  construc- 
tion of  roads.  Stock,  representing  one-tenth  of  cost  of  roads,  to'be 
issued  to  stockholders  at  par,  and  deposited  with  the  Trust  Com- 
pany, with  irrevocable  power  of  attorney  for  transfer  to  itself  as 
Trustee  of  the  Missouri,  Kansas  and  Texas  Railway  mortgagees,  in 
certificates  of  one  share  of  $ioo-each,  each  certificate  numbered  to 
correspond  with  a  bond  of  $1,000.  Such  stock  certificates  shall  re- 
main in  the  hands  of  the  Trustee,  to  be  transferred  as  herein  pro- 
vided, for  the  benefit  of  the  bondholders  of  the  Missouri,  Kansas  and 
Texas  Railway,  unless  the  Trustees  shall  be  unable  to  pay  interest  to 
the  extent  of  seven  per  cent,  per  annum  in  any  one  year  upon  the 
bonds  issued  upon  the  new  roads;  if  the  total  amount  of  interest 
paid  in  any  one  year  shall  be  less  than  seven  per  cent.,  and  said  de- 
fault shall  continue  for  three  months  thereafter,  it  shall,  at  the  expir- 
ation of  such  three  months,  be  the  duty  of  the  Trustee  to  deliver 
forthwith  to  each  bondholder,  upon  the  presentation  of  his  bonds  for 


109 

verification,    the     certificates    of    stock    corresponding   in    number 
thereto. 

An  agreement  to  be  drawn  up  between  the  Trust  Company  and 
new  railroad  companies,  whereby  the  roads  are  to  be  operated  by 
the  Trust  Company,  as  Trustee  in  possession,  as  follows: 

The  Trust  Company  to  have  the  right  to  charge  such  rates  for 
transportation  for  freight  and  passengers  as  it  may  deem  proper,  but 
it  shall  not  be  obliged  to  operate  the  new  roads  at  a  loss.  Traffic, 
however,  to  be  accounted  for  upon  the  basis  of  the  present  tariff 
rates  over  the  Houston  and  Texas  Central  Railroad  for  similar  dis- 
tances, fifty  per  cent,  thereof  to  be  allowed  the  Trustee  for  operat- 
ing and  maintaining  the  road;  a  rebate  of  thirty-five  per  cent,  to  be 
further  credited  to  the  accounting  fund  upon  all  increase  of  business 
over  that  .heretofore  coming  to  the  Missouri,  Kansas  and  Texas, 
over  the  Houston  and  Texas  Central,  the  basis  of  comparison  to  be 
the  year  ending  with  the  date  of  acceptance  of  the  Denison  and 
South  Eastern,  as  at  present,  the  funds  so  derived  to  be  applied  so 
far  as  they  will  admit: 

First.  To  payment  of  interest,  at  ten  per  cent,  per  annum,  upon 
the  bonds. 

Second.  An  amount  equal  to  ten  per  cent,  upon  total  amount  of 
bonds  to  be  applied  in  retiring  the  bonds  at  no  per  cent.,  such 
bonds  to  be  designated  by  lot,  provided  the  Trustees  shall  be  un- 
able, after  proper  advertising,  to  invest  the  amount  in  the  bonds  by 
purchase  at  a  lower  rate;  bonds  purchased  are  redeemed  to  be  can- 
celled, and  the  amount  of  bonds  secured  by  the  Mortgage  reduced 
to  that  extent;  for  every  bond  cancelled  one  share  of  stock  to  be 
transferred  by  the  Trust  Company  to  itself,  as  Trustee  of  the  Mis- 
souri, Kansas  and  Texas  Railway  Mortgages;  when  all  the  bonds  are 
retired  and  cancelled,  the  Trust  Company  to  hold  said  stock  for 
benefit  of  the  Missouri,  Kansas  and  Texas  first  and  second  mortgage 
bondholders,  keeping  alive  the  organization  of  the  new  railway,  or 
cause  the  stock  to  be  cancelled  and  the  property  to  be  deeded  to 
the  Missouri,  Kansas  and  Texas  Railway,  subject  to  the  first  and 
second  mortgages,  as  it  may  be  advised  will  best  protect  and  pre- 
serve the  security  of  the  Missouri,  Kansas  and  Texas  bondholders; 
it  being  the  intention  that  the  new  railroad  shall,  when  free  from 
debt,  be  added  "to  the  security  underlying  the  first  and  second  mort- 
gages upon  the  Missouri,  Kansas  and  Texas  Railway,  and  form  a 
portion  of  that  road,  subject  to  its  mortgage  debt. 


I  IO 

Third.  Any  balance  of  income,  at  the  end  of  the  fiscal  year,  over 
and  above  the  amounts  required  to  comply  with  articles  one  and 
two,  to  be  credited  by  the  general  income  of  the  Missouri,  Kansas 
Texas  Railway,  and  applied  by  the  Trustee  as  part  of  the  income  of 
the  main  line,  for  the  benefit  of  the  Missouri,  Kansas  and  Texas 
bondholders. 

The  present  stock  organization  of  the  Denison  and  South  Eastern 
and  Denison  and  Pacific  Roads  to  be  availed  of,  in  making  the  new 
arrangement,  if  found  practicable,  and  advisable,  otherwise  a  new 
company  to  be  organized  for  the  purpose  of  acquiring  and  extending 
both  roads. 

A  committee  of  seven  members,  consisting  of  three  from  the  new 
companies,  one  from  the  Board  of  Directors  of  the  Missouri,  Kansas 
and  Texas  Railway  Company,  one  from  the  Advisory  Board,  and 
two  from  the  Trust  Company,  to  receive  the  subscription  and  apply 
the  same. 

First.  To  the  purchase  of  the  Denison  and  Pacific,  on  the  best 
terms,  not  exceeding  the  amount  of  $16,000  per  mile  for  completed 
road  and  all  equipments  belonging  to  it. 

Second.  To  the  payment  of  so  much  as  may  be  needful  to  enable 
the  Trust  Company  to  retire  the  outstanding  securities  of  the  Deni- 
son anil  South  Eastern. 

Third.  To  the  extension  of  the  Denison  and  South  Eastern  Road, 
as  far  as  the  funds  will  permit,  to  Greenville  and  beyond  to  a  junc- 
tion with  the  International  and  Great  Northern,  at  such  point  as  the 
Committee,  with  the  approval  of  the  Advisory  Board,  and  the  Trust 
Company,  may  determine;  and  further,  to  the  extension  of  the  Deni- 
son and  Pacific  Railway;  and  also,  of  the  Denison  and  South  Eastern 
Railway  beyond  the  International  Railway,  if  found  expedient  and 
approved  by  the  Committee,  the  Advisory  Board  and  the  Trust 
Company.  The  extension  to  be  made  under  the  supervision  of  the 
officers  in  charge  of  the  Missouri,  Kansas  and  Texas  Railway,  in  the 
service  of  the  Trustee,  and  not  to  be  accepted  by  the  Trustee  with- 
out a  satisfactory  certificate  of  completion,  showing  that  the  road  has 
been  well  and  substantially  built,  and  in  accordance  with  such  con- 
as  may  be  made  with  the  approval  of  the  Committee  as  here- 
inafter provided. 

All  arrangements  for  obtaining  local  aid,  whether  by  grants  of 
money,  land  or  otherwise,  to  be  under  the  control  of  the  Committee, 


1 1 1 

as  also  to  the  location  and  general  construction  of  the  road-bed. 

All  contracts  for  work  upon  the  extensions  to  be  made  with  the 
new  railway  companies,  but  none  shall  be  binding  without  the  sanc- 
tion of  a  majority  of  the  members  of  the  Committee,  and  the  ap- 
proval of  Advisory  Board,  and  of  the  Trustee. 

The  bonds  may  be  issued,  if  deemed  advisable,  by  one  Company, 
in  two  classes,  secured  upon  the  Denison  and  Pacific,  and  Denison 
and  South  Eastern  sections  of  the  road,  respectively.  Should  this  plan 
be  adopted,  the  sinking  fund  above  provided  shall  be  applied  in  the 
retirement  or  purchase  of  each  class  of  bonds  in  proportion  to  the 
amount  issued  upon  each  section. 

The  Trustee,  or  its  successors,  in  possession  of  the  Missouri,  Kan- 
sas and  Texas  Railway  Company,  shall  further  have  the  right,  after 
the  expiration  of  three  years,  of  paying  off  the  whole  outstanding 
bonds,  on  either  section,  at  a  premium  not  exceeding  fifteen  per 
cent.,  if  advisable  so  to  do. 

The  Trustee  shall  be  entiled  to  reasonable  compensation  for  its 
services,  and  proper  provisions  shall  be  made  for  such  expense  of 
maintaining  the  corporate  organization  of  the  new  company  or  com- 
panies, as  may  be  required  to  carry  into  effect  the  plan  herein  con- 
templated. 

It  is  understood  that  such  changes  may  be  made  in  the  details  of 
above  plan  as  may  be  found  expedient,  provided  they  do  not  modify 
essentially  the  foregoing  provisions.  When  finally  settled,  proper  legal 
documents  shall  be  drawn  up  and  executed,  embodying  the  same,  in 
which  provision  also  shall  be  made  for  the  continuance  of  this 
agreement,  in  the  interest  of  its  successors  in  possession,  without 
further  liability  on  the  part  of  the  Trust  Company.  In  the  event  of 
the  Trust  Company  ceasing  to  hold  and  operate  the  Missouri,  Kan- 
sas and  Texas  Railway,  as  Trustee  in  possession,  and  in  case  an 
arrangement  for  such  continuance  cannot  be  made  satisfactory  to  the 
Trust  Company,  or  in  case  default  shall  occur  in  payment  of  interest 
upon  the  new  bonds,  at  the  extent  of  seven  per  cent,  in  any  one  year, 
during  its  possession  of  the  Missouri,  Kansas  and  Texas  Railway, 
further  provision  shall  be  made  for  the  surrender  of  the  new  roads 
to  their  stockholders  by  the  Trust  Company,  in  such  manner,  how- 
ever, as  to  relieve  it  from  any  liability  under  this  agreement  thereafter. 

It  is  agreed  that  nothing  contained  in  this  agreement  shall  be  con- 
strued as  an  extension  or  an  alteration  of  the  terms  of  the  agreement 
of  ist  of  March,  1876. 


I  12 


The  undersigned  approve  of  the  general  features  of  the  foregoing 
plan,  and  will  contribute  the  sums  set  opposite  their  names,  respec- 
tively, towards  carrying  it  into  effect. 

The-  subscriptions  to  be  binding  when  one  million  two  hundred  and 
fifty  thousand  dollars  have  been  subscribed: 


Date 


Name 


Address. 


Amount. 


A.ND  Whereas,  Pursuant  to  said  last  mentioned  agreement,  a  cer- 
tain other  contract,  or  agreement,  bearing  date  January  ist,  1880, 
was  made  and  entered  into  by  and  between  the  party  of  the  second 
part,  as  mortgagee  of  the  Missouri,  Kansas  and  Texas  Railway  Com- 
ssion  of  the  railroad  and  other  mortgaged  property  of 
the  said  Missouri,  Kansas  and  Texas  Railway  Company,  and  the 
party  of  the  first  part  hereto,  under  its  then  corporate  name  of  the 
Denison  and  South  Eastern  Railway  Company,  and  the  Missouri, 
Kansas  and  Texas  Railway  Company,  which  said  last  mentioned 
agreement  is  in  the  words  and  figures  following,  to-wit: 

This  agreement  entered  into  this  first  day  of  January,  A.  D.  1880, 
between  the  Union  Trust  Company  of  New  York,  as  mortgagee  of  the 
Missouri,  Kansas  and  Texas  Railway  Company,  in  possession  of  the 
railroad  and  other  mortgaged  property  of  the  said  Missouri,  Kansas 
3  Railway  Company,  said  Union  Trust  Company  of  New  York 
being  a  corporation  organized  under  the  laws  of  the  State  of  New 
York,  first  party,  and  the  Denison  and  South  Eastern  Railway  Com- 
pany, a  corporation  organized  under  the  laws  of  the  State  of  Texas, 
ttd  party,  and  the   Missouri,  Kansas  and  Texas  Railway  Com- 
pany,  a  corporation  organized  under  the  laws  of  the  State  of  Kansas, 
and   possessed  of  certain  powers  and  privileges  under  the  laws  of  the 
of  Missouri  and  Texas,  third  party,  witnesseth: 

Whereas,  The  said  second  party  is  about  to  obtain  an  amend- 
ment to  its  charter,  and  thereby  to  change  its  name  from  the  Deni- 
son  and  South  Eastern  Railway  Company  to  that  of  the  Missouri, 
Kansas  and  Texas  Extension  Railway  Company,  and  thereby  to  alter 
and  change  its  route  from  that  described  in  its  present  charter,  so  as 
to  include  the  route  comprised  in  its  present  charter  and  also  a  line 


i 


IJ3 

and  route  heretofore  belonging  to  the  Denison  and  Pacific  Railway, 
from  Denison,  extending  through  the  counties  of  Cooke,  Montague, 
Clay,  Archer  and  Jack,  to  Belknap,  in  the  county  of  Young,  State  of 
Texas,  a  distance  of  one  hundred  and  fifty  miles,  more  or  less,  and 
now  partially  built  and  operated,  which  said  last  mentioned  line  has 
been  conveyed  by  the  said  Denison  and  Pacific  Railway  to  the  sec- 
ond party; 

Now,  therefore,  the  said  second  party  agrees  that  it  will  proceed 
to  finish  its  railroad  from  Denison,  in  the  State  of  Texas,  to  Green- 
ville, in  the  county  of  Hunt,  in  said  State  of  Texas,  on  or  before  the 
first  day  of  October,  1880,  so  that  the  same  shall  be  ready  for  the 
running  of  trains  thereon.  The  said  second  party  agrees  that  the 
said  railway  shall  be  well,  substantially  and  thoroughly  built,  with 
iron  or  steel  rails  weighing  at  least  fifty  pounds  to  the  yard;  that  the 
same  shall  be  done  under  the  supervision  of  the  officers  in  charge  of 
the  Missouri,  Kansas  and  Texas  Railway  in  the  service  of  the  first 
party.  It  is  agreed  that  so  much  of  said  railroad  as  is  now  com- 
pleted easterly  and  westerly  from  Denison,  together  with  all  equip- 
ments and  rolling  stock  belonging  and  appertaining  thereto,  shall  be 
delivered  by  said  second  party  to,  and  shall  be  accepted  by,  the  said 
party;  and  when  the  balance  of  the  said  railroad  to  Greenville  shall 
be  completed,  possession  thereof  shall  be  delivered  to,  and,  provided 
the  same  is  completed  on  or  before  October  1st,  1880,  shall  be  ac- 
cepted by,  said  first  party;  and  provided  further,  that  said  first  party 
shall  in  no  case  be  bound  to  accept  delivery  of  any  road,  or  section 
or  part  of  said  road,  from  said  second  party,  without  a  certificate  by 
the  officers  in  the  service  of  the  first  party,  that  the  road,  or  section 
of  the  road,  proposed  to  be  built  has  been  completed  in  a  satisfac- 
tory manner,  and  that  the  same  has  been  well  and  substantially  built, 
and  in  accordance  with  the  contract  for  the  building  thereof. 

It  is  further  mutually  agreed,  that  if  at  any  time,  and  from  time  to 
time  hereafter,  the  first  and  second  parties  shall  agree,  the  said  sec- 
ond party  may  proceed  to  construct  and  build  the  whole,  or  any 
portion,  and  from  time  to  time  further  portions,  of  the  line  of  railroad 
of  said  second  party,  as  laid  out  and  stated  in  the  amendment  to  the 
charter  thereof,  as  now  proposed  to  be  obtained,  as  laid  out  and 
stated  in  any  amendment  thereto  hereafter  obtained;  that  upon  any 
such  agreement  between  said  first  and  second  parties  being  made, 
the  second  party  shall  proceed  to  construct  the  road  described  in 
such  agreement,  and  shall  complete  and  deliver  the  same  to  the  first 


ii4 

party,  and  said  first  party  shall  accept  said  delivery,  and  shall  oper- 
ate said  road  upon  the  terms  and  in  the  manner  prescribed  in  this 
agreement,  and  that  all  the  stipulations,  covenants,  and  agreements 
herein  contained  shall  apply  to  such  road,  and  shall  bind  all  the 
parties  hereto,  precisely  in  the  same  manner,  and  to  the  same  extent, 
as  if  such  road  and  the  agreement  in  respect  thereto  had  been  spe- 
cially  stated  and  inserted  herein;  provided  that  it  shall  always  be 
optional  with  the  first  party  to  accept  any  delivery  of  railroad  that 
may  be  tendered  after  the  time  provided  for  its  acceptance  by  the 
first  party. 

The  first  party  agrees  to  operate  any  railroad  delivered  to  and  ac- 
cepted by  it  upon  the  following  terms: 

First.  The  said  second  party  shall  issue  to  its  stockholders,  at 
par  value,  stock  representing  one  tenth  of  the  cost  of  the  roads,  and 
shall  procure  its  stockholders  to  deposit  the  said  stock,  in  certificates 
of  one  share  of  one  hundred  dollars  each,  with  the  first  party,  with 
irrevocable  powers  of  attorney  to  transfer  the  same  to  itself,  said  first 
party,  as  Trustee  of  the  Missouri,  Kansas  and  Texas  Railway  Mort- 
gages. 

Each  certificate  of  stock  shall  be  numbered  to  correspond  with  a 
bond  of  said  second  party  of  one  thousand  dollars.  Such  stock  shall 
remain  in  the  hands  of  the  said  first  party,  to  be  transferred,  as  here- 
inafter provided,  for  the  benefit  of  the  bondholders  of  the  Missouri, 
Kansas  and  Texas  Railway  Company,  unless  the  said  first  party  shall 
be  unable  to  pay  interest  to  the  extent  of  seven  per  cent,  per  annum 
in  any  one  year  upon  the  bonds  issued  by  the  said  second  party. 

If  the  total  amount  of  interest  paid  in  any  one  year  upon  the  said 
bonds  of  the  said  second  party  shall  be  less  than  seven  per  cent.,  and 
such  default  shall  continue  for  three  months  thereafter,  it  shall,  at  the 
expiration  of  such  three  months,  be  the  duty  of  said  first  party  to  de- 
liver forthwith  to  each  bondholder,  upon  the  presentation  of  his 
bonds  for  verification,  the  certificates  of  stock  corresponding  in  num- 
ber thereto. 

Second.  The  classification  and  tariff  rates  for  freights  and  passen- 
gers, of  the  second  party,  for  the  purposes  of  accounting  and  pay- 
ment hereinafter  specified,  shall  be  the  same  per  mile  as  those  charg- 
ed by  the  Houston  and  Texas  Central  Railroad  Company  between 
Sherman  and  Denison,  and  corresponding  months  from  March,  1877, 
to  February,  1878,  inclusive.     The  first  party,  however,  to  have   the 


"5 

right  to  make  such  rates  to  the  public,  and  to  alter,  and  change  the 
same  as  it  may  deem  best. 

Third.  One-half  the  gross  earnings  of  the  railroad  of  the  second 
party,  and  in  addition  thereto,  thirty-five  per  cent,  of  the  gross  earn- 
ings of  the  Missouri,  Kansas  and  Texas  Railway,  upon  all  business 
received  from,  or  forwarded  over  the  said  railroad  of  the  second  party, 
and  to  receive  from,  or  forward  over  the  Houston  and  Texas  Central 
Railway  to  or  from  Sherman,  or  points  north  thereof,  less  the  amount 
of  the  business  by  the  Missouri,  Kansas  and  Texas  Railway  received 
from  or  delivered  to  the  Houston  and  Texas  Central  Railroad  to  or 
from  Sherman,  or  points  north  thereof,  in  corresponding  months, 
from  March,  1877,  to  February,  1878,  inclusive,  shall  be  ascertained 
monthly,  and  shall  be  set  apart,  held  and  retained  by  said  first  party, 
as  Trustee,  and  shall  be  disposed  of  as  hereinafter  provided. 

Fourth.  From  and  out  of  the  moneys  so  held  and  retained  by 
said  first  party,  as  Trustee,  the  said  first  party  shall  pay  interest  on 
the  cost  of  said  railroad,  as  represented  by  bonds  and  scrip  for  frac- 
tions of  bonds  of  said  second  party,  issued  therefor  and  paraphed  by 
said  first  party,  as  mortgagee  of  the 'said  second  party,  at  the  rate  of 
ten  per  cent,  per  annum,  said  cost  to  be  ascertained  by  said  second 
party,  and  said  first  party,  and  stock,  bonds  or  other  securities  as 
may  be  agreed  to  be  issued  by  said  second  party  therefor,  and  said 
interest  to  be  paid  by  said  first  party  to  the  holders  of  such  bonds  or 
other  similar  securities. 

Fifth.  From  and  out  of  any  surplus  of  such  moneys  that  at  the 
end  of  any  fiscal  year  shall  remain  in  the  hands  of  the  first  party, 
after  payment  of  interest  on  said  bonds  at  the  rate  of  ten  per  cent, 
per  annum,  as  in  the  last  preceding  paragraph  expressed,  the  said 
first  party  shall  purchase  so  many  of  the  bonds  as  the  money  in  its 
hands  may  be  sufficient  to  purchase  at  the  best  price  for  which  it  can 
obtain  the  same,  not  exceeding  one  hundred  and  ten  (no),  and  ac- 
crued interest;  and  in  case  said  first  party  cannot,  after  proper  ad- 
vertisement, purchase  such  bonds  at  said  price  thereupon,  the  said 
first  party  shall  designate  by  lot,  by  the  numbers  thereof,  certain  of 
said  bonds  for  redemption  at  the  price  of  one  hundred  and  ten  and 
accrued  interest. 

The  first  party  shall  thereupon  give  public  notice  by  advertisement 
in  a  daily  newspaper  in  the  City  of  New  York,  once  a  week,  for  four 
weeks,  of  the  bonds  so  designated  for  redemption,  and  thereupon  in- 


n6 

terest  upon  said  bonds  shall  cease,  and  the  same  shall  be  paid  and 
imed,  by  said  first  party,  upon  the  presentation,  at  the  rate 
aforesaid,  and  when  redeemed  the  same  shall  be  cancelled,  and  the 
amount  of  the  bonds  secured  by  said  mortgage  reduced  to  that  ex- 
tent, provided  that  said  first  party  shall  not  in  any  one  year  apply 
said  moneys  for  the  purchase  or  redemption  of  more  than  one-tenth 
of  the  whole  amount  of  the  bonds  that  may  have  been  issued  by  the 
second  party,  and.  paraphed  by  the  first  party;  and  provided  further, 
that  if,  in  any  one  year,  the  said  moneys  in  the  hands  of  the  first 
party,  shall  have  been  insufficient,  after  making  payments  directed 
to  be  first  made  to  the  purchase,  or  redeem  one-tenth  of  said  bonds 
as  above  expressed,  bonds,  to  make  up  said  one  tenth,  may  be  pur- 
chased, or  redeemed,  in  any  succeeding  year  out  of  any  moneys  over 
and  above  the  amount  necessary  to  purchase,  or  redeem,  the  one- 
tenth  of  bonds  for  such  succeeding  year,  it  being  the  intention  to  al- 
low of  the  purchase,  or  redemption,  of  one-tenth  of  such  bonds  in 
each  year,  and  to  apply  the  surplus  money  of  any  one  year  to  supply 
the  deficiency  of  any  other. 

Sixth.  When  all  the  bonds  *are  retired  and  cancelled,  the  first 
party  shall  hold  the  stock  hereinbefore  referred  to,  of  the  said  second 
party,  for  the  benefit  of  the  Missouri,  Kansas  and  Texas  first  and 
second  mortgage  bondholders,  keeping  alive  the  organization  of  the 
said  second  party;  or  said  first  party  may  cause  the  stock  to  be  can- 
(  el  led,  and  the  property  of  the  said  second  party  to  be  conveyed  to 
the  Missouri,  Kansas  and  Texas  Railway  Company,  subject  to  the 
first  and  second  mortgages  of  said  Missouri,  Kansas  and  Texas  Rail- 
way Company,  as  the  said  first  party  may  be  advised  will  best  pro- 
tect and  preserve  the  security  of  the  Missouri,  Kansas  and  Texas 
Railwaj  Company  bondholders,  it  being  the  intention  that  the  rail- 
road of  the  said  second  party  shall,  when  free  from  debt,  be  added 
to  the  security  underlying  the  first  and  second  mortgages  upon  the 
ouri,  Kansas  and  Texas  Railway,  and  form  a  portion  of  the  se- 
curity tor  the  mortgage  debt  of  said  Missouri,  Kansas  and  Texas 
Railway  Company. 

Seventh.  Any  balance  of  income  at  the  end  of  the  fiscal  year, 
whether  derived  from  the  road  of  the  second  party  or  that  of  third 
party,  over  and  above  the  amount  required  to  comply  with  articles 
two  and  three,  to  be  recredited  to  the  general  income  of  the  Mis- 
souri, Kansas  and  Texas  Railway,  and  applied  by  the  said  first  party 
is  a  part  of  the  income  of  the  Missouri,  Kansas  and  Texas   Railway, 


ii7 

for  the  benefit  of  the  Missouri,  Kansas  and  Texas  Railway  Company 
bondholders. 

It  is  mutually  agreed  that  the  said  second  parties  shall  issue  no  se- 
curities, obligations,  stock,  scrip,  or  other  representative  of  debt  or 
capital,  unless  with  the  consent  and  approval  of  the  said  first  party, 
and  no  security,  obligation,  stock,  scrip,  or  representative  of  debt,  or 
capital,  shall  be  valid  unless  authenticated  by  said  first  party. 

Eighth.  The  said  first  party  shall  not  be  bound  to  accept  posses- 
sion of  any  railroad  built,  or  to  be  built,  or  any  portion  thereof,  un- 
less at  the  time  such  possession  is  tendered,  the  same  shall  be  free 
from  all  liens  and  claims,  except  such  as  are  represented  by  securi- 
ties, or  stock,  authenticated  as  in  the  last  preceding  paragraph  pro- 
vided, or  as  may  be  collateral  security  therefor. 

Ninth.  It  is  further  expressly  understood  and  agreed  that  said 
first  party  shall  in  no  event  be  bound  to  operate  said  railroad,  or  any 
part,  at  a  loss,  and  in  no  case  shall  it  be  bound  to  make  any  pay- 
ments, as  hereinbefore  provided,  unless  it  shall  have  realized  the 
means  to  do  so  from  the  operation  of  said  road;  that  in  case  the  re- 
mainder of  the  gross  earnings  of  the  said  railroad  and  of  the  Mis- 
souri, Kansas  and  Texas  Railway,  on  connecting  business,  as  herein- 
before specified,  after  deducting  the  one-half  and  thirty-five  per 
cent.,  as  hereinbefore  specified,'  shall  be  insufficient  to  pay  the  ex- 
penses of  operating  the  said  railroad,  including  the  expenses  of  re- 
pairs and  replacements,  then  the  amount  to  be  set  apart  and  reserved 
by  said  first  party  shall  be  decreased  until  such  operating  expenses 
are  paid,  and  in  case  the  earnings  so  reserved  shall  be  insufficient  to 
pay  such  interest  on  all  such  securities,  the  payments  to  be  made 
pro  rata,  said  second  party  shall  execute  a  mortgage  or  deed  of  trust 
to  said  first  party  to  secure  its  bonds  and  other  similar  securities,  to 
be  issued  to  represent  the  cost  of  said  road  as  aforesaid. 

Tenth.  It  is  further  mutually  agreed  that  the  first  party  shall  have 
the  right  at  any  time  to  purchase  or  pay  all  and  singular  the  bonds 
and  other  similar  securities  to  be  issued  by  said  second  party  upon 
payment  of  a  premium  of  fifteen  per  cent.,  and  accrued  interest  on 
the  principal  of  said  bonds;  provided,  however,  that  notice  of  its  in- 
tention so  to  pay,  or  purchase,  shall  be  published  in  a  newspaper  in 
the  City  of  New  Yo*k,  once  a  week  for  four  successive  weeks,  prior 
to  the  time  of  such  purchase,  or  payment;  and  provided  also,  that  no 
such  purchase,  or  payment,  shall  be  made  prior  to  three  years  after 
the  date  hereof.    After  the  date  upon  which  said  first  party  may  give 


n8 

notice  that  it  will  purchase  or  pay  said  bonds,  interest  upon  the  same 
shall  (-case. 

Eleventh.  The  third  party  agrees  that  it  hereby  ratifies,  approves 
and  adopts  all  and  singular  the  stipulations,  agreements  and  cove- 
nants, hereinbefore  expressed  and  implied.  The  third  party  further 
covenants  and  agrees  with  first  party,  and  with  second  party,  jointly, 
and  with  each  of  them  severally,  that  in  case  of  the  surrender  or  other 
delivery,  by  said  first  party  to  said  third  party,  of  the  possession  of 
the  property  of  said  third  party  mortgaged  to  said  first  party,  that 
then  and  in  such  case  the  said  first  party  will  also  accept  and  take 
possession  of  all  the  railroad  of  the  second  party,  then  in  the  posses- 
sion of  the  first  party,  and  will  also  take  possession,  when  completed, 
of  any  railroad  of  the  second  par,ty,  which,  pursuant  to  any  contract 
between  first  and  second  party,  as  herein  provided  for,  may  then  be 
in  process  of  building,  and  will  operate  said  railroad  of  second  party 
so  taken  possession  of,  and  account  for  and  apply  gross  profits 
thereof  in  the  same  manner,  and  on  the  same  terms,  that  the  first 
party  would  have  been  bound  to  operate,  and  account  for,  and  ap- 
ply gross  profits  thereof,  according  to  the  terms  of  this  agreement, 
had  first  party  not  surrendered,  or  otherwise  delivered  to  third  party 
the  said  mortgaged  property,  said  third  party  covenants,  promises, 
and  agrees  to  and  with  first  and  second  parties,  and  to  and  with 
of  said  first  and  second  parties,  and  to  and  with  the  holders  of 
the  bonds  and  other  similar  securities  of  second  party,  paraphed 
b)  first  party,  that,  in  case  of  such  surrender,  or  other  delivery  of 
■ssion  to  third  party  of  the  property  of  the  third  party,  mort- 
gaged  to  first  party,  it,  said  third  party,  will  punctually  and  promptly 
pay  the  interest  and  principal  of  the  bonds  and  other  similar  securi- 
ties  of  the  second  party,  paraphed  by  the  first  party,  and  this 
wluther  the  receipts  for  that  purpose,  as  mentioned  herein,  shall  or 
shall  not  be  sufficient  therefor;  and  further,  that  it,  said  third  party, 
will  annually  purchase  or  redeem  one-tenth  of  said  bonds  on  the 
terms  and  in  the  manner  hereinbefore  stated.  It  is  mutually  agreed 
that  in  case  of  such  surrender,  or  other  delivery  of  possession  of  said 
mortgaged  property  to  said  third  party,  said  third  party  shall  have 
the  same  privilege  of  purchase  or  redemption  of  all  of  said  bonds, 
alter  three  years  from  the  date  hereof,  hereinbefore  given  to  the  first 
party,  and  it  is  further  agreed  that  in  case  of  any  purchase  or  re- 
demption by  said  third  party  of  any  or  all  of  said  bonds  of  said  sec- 
ond party,  said  first  party  shall  hold  the  stock  of  said  second  party, 
thereby  set  free,  or  shall  cause  the  property  of  the  said  second  party 


H9 

to  be  conveyed  in  the  same  manner,  and  for  the  same  purposes  of • 
thereby  obtaining  better  and  further  security  for  the  bondholders  of 
the  third  party,  secured  by  the  first  and  second  mortgages  to  first 
party,  according  to  their  respective  priority,  as  if  said  first  party  had 
remained  in  possession  of  the  mortgaged  property  of  said  third  party. 
It  is  further  mutually  understood  and  agreed,  that  in  case  of  such 
surrender  and  delivery  of  said  mortgaged  property  by  said  first  party 
to  said  third  party,  said  first  party  shall  be,  and  hereby  is,  released 
from  all  duty,  obligation  and  liability  hereunder,  either  to  said  sec- 
ond or  third  party. 

Twelfth.  It  is  mutually  agreed  that  the  first  party  is  entitled  to, 
and  shall  receive  just  compensation  for  all  services  rendered  in  re- 
spect to  the  matters  herein  mentioned. 

Thirteenth.  It  is  further  understood  that  this  agreement  is  to  take 
effect  on  and  after  the  date  thereof,  and  that  all  business  done,  and 
transactions  carried  out  between  the  day  of  the  date,  and  of  the  exe- 
cution of  this  agreement,  shall  be  considered  as  having  been  done 
and  transacted  under  and  pursuant  to  the  provisions  hereof. 

In  witness  whereof,  the  said  first,  second  and  third  parties  have 
respectively  caused  these  presents  to  be  signed  by  their  respective 
presidents,  and  their  respective  corporate  seals  to  be  hereto  respec- 
tively attached,  the  day  and  year  first  above  written. 

And  Whereas,  Pursuant  to  the  foregoing  agreements,  the  party  of 
the  first  part  has  amended  its  charter  and  changed  its  name,  and  is 
about  to  issue  its  certain  two  thousand  bonds,  of  the  denomination  of 
one  thousand  dollars  each,  being  in  the  aggregate  for  the  sum  of  two 
million  dollars,  bearing  date  on  said  first  day  of  June,  one  thousand 
eight  hundred  and  eighty,  and  payable  on  the  first  day  of  June,  one 
thousand  nine  hundred,  in  gold  coin  of  the  United  States  of  America, 
with  interest  at  the  rate  of  ten  per  cent,  per  annum,  payable  semi- 
annually in  like  gold  coin,  each  of  which  said  bonds  is  in  the  words 
and  figures  following,  subject  only  to  necessary  variations  as  to  the 
distinguishing  number: 

United  States  of  America. 

State  of  Texas. 

first  mortgage   io  per  cent.  gold  bond. 

No $1,000. 

Know  all  men   by  these  presents,   that  the  Missouri,  Kansas  and 


120 

Texas  Extension  Railway  Company  is  indebted  to  the  Union  Trust 
Company  of  New  York,  or  bearer,  in  the  sum  of  one  thousand  dollars, 
in  gold  coin,  of  the  United  States,  which  the  said  Railway  Company 
promises  to  pay  to  the  bearer  hereof,  on  the  first  day  of  June,  in  the 
year  1900,  in  the  City  of  New  York,  with  interest  thereon  from  the 
date  hereof  at  the  rate  of  ten  per  cent,  per  annum,  payable  in  gold 
coin  aforesaid,  semi-annually,  at  its  office,  or  agency,  in  the  City  of 
New  York,  on  the  first  day  of  June  and  December  in  each  year  upon 
presentation  and  surrender  of  coupons  hereto  attached,  as  they 
severally  become  due  as  provided  therein. 

This  bond  is  one  of  a  series  numbered  consecutively  from  one 
to  two  thousand  dollars,  both  inclusive,  each  for  the  sum  of  one 
thousand  dollars,  amounting  in  the  aggregate  to  the  sum  of  two  mil- 
lion of  dollars,  all  which  are  of  like  tenor,  date  and  effect,  and  all 
equally  secured  by  a  trust  deed,  or  mortgage,  dated  the  first  day  of 
June,  in  the  year  1880,  duly  executed  and  delivered  by  the  said  Rail- 
way Company,  and  recorded  in  the  proper  offices  in  the  State  of 
Texas,  and  conveying  to  the  Union  Trust  Company  of  New  York,  in 
trust,  the  corporate  property,  real  and  personal,  of  the  Missouri, 
Kansas  and  Texas  Extension  Railway  Company  therein  described, 
and  all  its  franchises  and  privileges  appertaining  thereto,  as  more 
fully  set  forth  in  said  trust  deed,  or  mortgage.  This  bond  is  entitled 
to  the  benefit  and  subject  to  the  provisions  of  said  trust  deed  re- 
specting a  sinking  fund,  whereby  the  principal  of  this  bond  may  be 
paid,  or  purchased,  before  maturity,  at  a  premium  of  ten  per  cent., 
and  is  subject  to  further  provisions  in  said  deed  whereby  the  same 
may  be  paid,  or  purchased,  at  any  time  after  three  years  from  date, 
at  a  premium  of  fifteen  per  cent.  If  the  Railway  Company  shall  be 
unable  to  meet  the  full  interest  on  this  bond,  a  partial  payment  may 
be  made,  and  if  such  partial  payment  amounts  to  seven  per  cent,  in 
any  one  year,  there  shall  be  no  foreclosure  for  the  balance,  but  it 
shall  remain  due  and  be  paid  out  of  the  first  earnings  of  succeeding 
years,  applicable  thereto  prior  to  any  application  of  money  for  the 
benefit  of  a  sinking  fund  for  the  redemption  or  purchase  of  said 
bonds.  In  case  said  Railway  Company  shall  fail  to  pay  interest  at 
the  rate  of  seven  per  cent,  per  annum,  at  any  time  when  the  same 
shall  become  due,  then  the  mortgage  to  secure  the  same  may  be 
foreclosed,  according  to  the  provisions  and  stipulations  therein  con- 
tained. In  case  of  the  further  extension  of  the  railway  of  said  Rail- 
way Company,  the  numbers  of  bonds  secured  by  said  mortgage  may 


121 

be  increased,  the  extended  railway  being  made  subject  to  said  mort- 
gage as  in  said  trust  deed  provided. 

This  bond  shall  not  be  obligatory  until  it  shall  have  been  authenti- 
cated by  a  certificate  endored  thereon,  duly  executed  by  the  Trustee 
aforesaid,  to  the  effect  that  the  same  is  one  of  the  series  secured  by 
said  Mortgage  or  Trust  Deed. 

In  witness  whereof,  the  said  Missouri,  Kansas  and  Texas  Exten- 
sion Railway  Company  has  caused  these  presents  to  be  executed  by 
its  President  and  Secretary,  and  its  corporate  seal  to  be  hereto  af- 
fixed, the  first  day  of  June,  1880. 

,  President. 

,  Secretary. 

NOW,  THEREFORE,  THIS  INDENTURE    WITNESSETH:     The  party  of  the 

first  part,  for  and  in  consideration  of  the  premises,  and  of  the  sum  of 
one  dollar  to  it  duly  paid  by  the  party  of  the  second  part,  and  in  order 
to  secure  the  payment  of  the  principal  and  interest  of  the  said  bonds, 
according  to  the  tenor  thereof,  hath  granted,  bargained,  sold,  as- 
signed, transferred  and  conveyed,  and  by  these  presents  doth  grant, 
bargain,  sell,  assign,  transfer  and  convey  unto  the  said  party  of  the 
second  part,  its  successor  or  successors  in  the  trust  hereby  created, 
and  assigns  all  and  singular  the  railroad  of  the  party  of  the  first 
part,  extending  from  the  City  of  Denison,  in  the  county  of  Grayson, 
in  the  State  of  Texas,  through  the  county  of  Fannin,  to  Greenville,  in 
the  county  of  Hunt,  being  a  distance  of  fifty  miles,  more  or  less. 

Also  the  railroad  of  the  party  of  the  first  part  extending  from  the 
said  City  of  Denison,  southwesterly,  through  the  counties  of  Cooke, 
Montague,  Clay,  Archer,  and  Jack,  to  Belknap,  in  the  county  of 
Young,  in  said  State,  a  distance  of  one  hundred  and  fifty  miles,  more 
or  less,  including  all  the  railway  constructed,  or  to  be  hereafter  con- 
structed, right  of  way,  depot  grounds,  and  other  lands,  tracks, 
bridges,  viaducts,  culverts,  fences  and  other  structures,  depots,  sta- 
tion-houses, engine-houses,  wood-houses,  and  other  buildings,  and 
all  machine  shops  and  other  shops,  held  or  acquired,  or  hereafter  to 
be  acquired,  by  the  party  of  the  first  part,  its  successors  or  assigns, 
for  use  in  connection  with  said  railway,  or  any  part  thereof,  or  with 
the  business  of  the  same,  and  including  also  all  locomotives,  tenders, 
cars,  and  all  other  rolling  stock  or  equipments,  and  all  machinery, 
tools,  implements,  fuel,  and  material  for  constructing,  operating,  re- 
pairing and  replacing  said  railways,  or  any  part  thereof,  or  any  of 
the  equipments   or   appurtenances  of  the  said   railway,  or   any  part 


122 

thereof,  and  including  also  all  revenue,  freights,  tools,  surns  of 
money,  and  income  arising,  or  to  arise,  from  the  said  railway  on  the 
premises  hereinbefore  expressed  to  be  conveyed,  or  any  of  them, 
and  also,  all  corporate  or  other  franchises,  rights  and  privileges  con- 
nected with,  or  related  to  the  said  railway,  or  to  the  construction, 
maintenance,  or  use  of  the  same,  together  with  all  and  singular  the 
tenements,  hereditaments,  rights,  liberties,  privileges,  easements  and 
appurtenances  to  the  said  railway,  lands  or  premises,  hereinbefore 
expressed  to  be  conveyed,  or  any  of  them  belonging,  or  in  any  way 
appertaining,  or  in  any  way  held  or  enjoyed  therewith,  or  which  may 
hereafter  be  held  or  enjoyed  therewith,  and  the  reversion  or  rever- 
sions, remainder  and  remainders,  tools,  incomes,  revenues,  issues 
and  profits  thereof,  to  have  and  to  hold  all  and  singular  the  above 
mentioned  and  described  premises,  rights,  franchises,  railroads,  and 
real  and  personal  property,  unto  the  said  party  of  the  second 
part,  its  successor  or  successors,  and  assigns  in  trust,  and  for  the 
uses  and  intents,  and  purposes  hereinafter  expressed  and  declared, 
of  and  concerning  the  same,  that  is  to  say: 

First.  No  one  of  said  bonds  shall  be  deemed  issued,  or  be  valid, 
or  secured  by  this  mortgage  until  the  same  shall  have  been  authenti- 
cated by  a  certificate  to  be  endorsed  thereon,  duly  executed  by  the 
party  of  the  second  part,  to  the  effect  that  the  same  is  one  of  the 
series  secured  by  this  mortgage. 

Second.  It  is  further  mutually  agreed  and  understood  that  for 
sums  of  less  than  one  thousand  dollars  the  said  party  of  the  first 
part  may  issue  fractional  scrip  of  the  following  form: 

The   Missouri,  Kansas  and   Texas   Extension   Railway   Company 

has  received  of    the  sum  of ,  which  said  sum 

the  said  Company  promises  to  pay  to  the  bearer  hereof,  on  the  first 
day  of  June,  A.  D.  1900.  This  scrip,  together  with  other  similar 
scrip,  is  convertible  into  the  first  mortgage  ten  per  cent,  bonds  of  said 
Company,  at  any  time  prior  to  the  maturity  thereof,  when  presented 
in  sums  of  not  less  than  one  thousand  dollars.  In  case  of  presenta- 
tion of  amounts  having  fractions  over  even  thousands  of  dollars  new 
similar  scrip  shall  be  issued  for  the  fractions.  At  the  time  of  pre- 
sentation for  conversion  the  said  Company  will  either  pay  to  the 
bearer,  in  cash,  interest  on  the  amount  of  said  scrip,  at  the  rate  of 
ten  per  cent,  per  annum  from  the  date  thereof,  or  include  such  in- 
terest in  the  amount  of  said  first  mortgage  bonds,  into  which  said 
scrip  is  convertible,  at  the  option  of  said  Company.  Interest  on  said 


123 

scrip  will  be  paid  only  when  convertible,  and  when  converted  into 
said  first  mortgage  bonds.  This  scrip  shall  not  be  issued  or  be 
valid  for  any  purpose,  until  a  certificate  of  the  Trustee  of  said  first 
mortgage  is  endorsed  thereon,  to  the  effect  that  the  same  is  one  of 
the  scrip  certificates  issued  under  and  secured  by  said  mortgage. 
When  such  certificate  is  so  endorsed  this  scrip  shall  be  valid,  and 
entitled  to  all  the  security  of  said  mortgage. 

Witness  the  seal  of  the  Missouri,  Kansas  and  Texas  Extension 
Railway  Company,  and  the  signature  of  its  President,  this  ....  day 
of 18.. 

Provided,  however,  that  in  no  case  shall  the  total  amount  of  bonds 
and  scrip  issued  exceed  the  said  sum  of  two  millions  of  dollars. 

Third.  It  is  further  mutually  agreed  by  and  between  the  parties 
hereto  that,  if  the  party  of  the  first  part  shall  hereafter  under  any 
right  or  franchise  now  owned  by  it,  or  hereafter  acquired,  further  ex- 
tend its  road,  or  construct  any  other  railroad  or  railroads,  connecting 
with  the  road  hereby  conveyed,  or  become  the  owner  of  any  other 
railroad  already  constructed  connecting  with  the  road  hereby  con- 
veyed, then  for  every  such  extension  and  every  such  railroad  con- 
structed, or  to  be  constructed,  a  further  issue  of  bonds  may  be  made 
hereunder  by  the 'party  of  the  first  part,  the  aggregate  amount  of 
which  shall  not  exceed  the  actual  cost  of  such  road  or  roads  at  the 
time  when  the  same  shall  be  constructed,  or  acquired,  and  shall  in 
no  event  exceed  the  sum  of  tiventy  thousand  dollars  for  every  mile  of 
such  road;  such  bonds  to  be  issued  in  the  same  proportion,  and  upon 
the  same  conditions,  as  herein  provided  for  the  said  two  thousand 
bonds. 

All  such  bonds  shall  be  of  the  same  tenor  hereinbefore  set  forth, 
subject  only  to  necessary  variation  as  to  the  distinguishing  number 
and  the  date  thereof,  and  shall  bear  numbers  running  from  the  num- 
ber of  the  last  bond  theretofore  issued  under  this  mortgage,  and  shall 
be  entitled  to  the  privileges,  and  subject  to  the  burdens  of  the  said 
two  thousand  bonds  hereinbore  referred  to. 

And  the  said  party  of  the  first  part  hereby  agrees  to  execute  and 
deliver  to  the  party  of  the  second  part,  its  successors  and  assigns, 
upon  every  such  further  issue  of  bonds,  any  further  reasonable  and 
necessary  trust  deed,  or  mortgage  to,  being  in  and  subject  to  the 
conditions  of  these  presents,  every  such  extended  or  further  acquired 
road,  and  every  other  land  or  property,  real  or  personal,  that  may 
hereafter  be  acquired  by  it  for  the   purpose,  and  with  the  intent  of 


124 

securing  the  payment  of  the  said  bonds  composing  every  such  in- 
creased issue,  as  well  as  the  bonds  hereinabove  described,  equally 
and  alike  upon  the  property  of  the  said  party  of  the  first,  with  the 
interest  due,  and  to  grow  due  thereon,  in  the  same  manner  as  if  all 
such  bonds  had  been  originally  secured  by  one  and  the  same  trust 
deed,  or  mortgage.  Provided,  however,  That  if  any  railroad,  or  rail- 
roads, which  may  hereafter  be  acquired  by  the  party  of  the  first  part, 
shall,  at  the  time  of  such  acquisition  be  subject  to  the  lien  of  any 
trust  deed,  or  mortgage,  theretofore  made  to  secure  bonds  then  out- 
standing, no  more  bonds  shall  be  issued  hereunder  on  such  railroad,  or 
railroads,  than  such  an  amount  as  shall,  together  with  such  outstand- 
ing bonds,  be  equal  to  the  rate  per  mile  hereinbefore  mentioned,  but 
bonds  may  be  issued  hereunder  on  any  such  railroad,  or  railroads,  in 
exchange  for  an  equal  amount  of  such  outstanding  bonds,  but  to  no 
greater  amount  than  if  issued  for  cash. 

Fourth.  The  party  of  the  first  part  hereby  further  agrees  that  it 
will  pay,  or  caused  to  be  paid,  the  bonds  herein  mentioned,  and  the 
interest  thereon,  according  to  the  terms  thereof,  and  all  taxes,  levies 
and  assessments  imposed  and  assessed,  or  which  may  hereafter  be 
imposed  and  assessed,  upon  the  premises,  franchises  and  property 
hereby  conveyed,  or  intended  so  to  be,  and  will,  at  its  own  cost  and 
expense,  do  or  cause  to  be  done,  all  things  necessary  to  preserve  and 
keep  valid  and  intact  the  lien  or  incumbrance  hereby  created. 

Fifth.  It  is  further  mutually  agreed  between  the  parties  hereto, 
that  any  surplus  income  of  any  year,  of  the  party  of  the  first  part, 
after  paying  the  said  interest  on  the  said  bonds  up  to  the  amount  of 
ten  per  cent,  upon  the  total  amount  of  said  bonds,  shall  be  applied  to 
retire  the  said  bonds  at  the  rate  of  not  exceeding  one  hundred  and 
ten  per  cent.  The  bonds  so  to  be  retired  shall  be  purchased  by  the 
party  of  the  second  part  whnever  put  in  funds  for  such  purposes  at 
the  lowest  rate  at  which  it  can  obtain  the  same  after  proper  adver- 
tisement, not,  however,  exceedidg  one  hundred  and  ten  per  cent, 
and  in  case  said  bonds  cannot  be  obtained  at  a  rate  not  exceeding 
one  hundred  and  ten  per  cent.,  then  the  party  of  the  second  part 
shall  designate,  by  lot,  certain  of  said  bonds,  which  shall  thereupon 
be  retired  at  the  rate  of  one  hundred  and  ten. 

The  bonds  so  designated  shall,  after  four  weeks  from  the  time  they 
are  so  designated,  cease  to  draw  interest. 

It  is  further  understood  and  agreed  that  the  party  of  the  first  part 
shall  have  the  right,  at  any  time  after  three  years  from  the  date  here- 


125 

of,  to  redeem  and  pay  off  the  whole  outstanding  bonds  at  a  premium 
of  fifteen  per  cent. 

It  is  further  agreed  that  the  second  party  shall  surrender  to  the 
first  party  the  possession  of  said  property  held  under  the  above  re- 
cited agreements  on  the  happening  of  the  contingencies,  or  any  of 
them,  upon  which,  as  by  said  agreements,  possession  was  to  be  sur- 
rendered. 

Sixth.  In  case  default  shall  be  made  in  the  payment  of  any  inter- 
est upon  either  of  said  bonds  when  the  same  shall  become  due  and 
payable  after  the  party  of  the  second  part  shall  have  ceased  to  pos- 
sess and  operate  the  said  railroad,  as  provided  in  any  of  the  afore- 
mentioned agreements,  it  shall  be  lawful  for  the  party  of  the  second 
part,  its  successors  and  assigns,  to  enter  upon  all  and  singular  the 
railroads,  property  and  premises  hereby  conveyed,  or  intended  to 
be  conveyed,  and  to  have,  hold,  use  and  operate  the  same  until  the 
same  shall  have  been  sold  or  otherwise  disposed  of,  in  pursuance  of 
the  power  hereinafter  mentioned,  or  by  virtue  of  the  decree  of  some 
court  of  competent  jurisdiction,  and  until  such  time,  and  from  time 
to  time,  to  make  all  needful  repairs  and  replacements,  and  such  use- 
ful alterations,  additions  and  improvements  to  said  railroad  as  may  be 
necessary  for  the  proper  working  of  the  same,  and  to  receive  the  tools, 
freight,  income,  rents,  issues  and  profits  thereof,  and  after  deducting 
the  expenses  of  operating  and  managing  the  said  railroads  and  other 
property,  and  of  such  repairs,  replacements,  additions  and  improve- 
ments, as  well  as  just  compensation  for  its  own  services  and  disburse- 
ments, to  apply  the  money  accruing  as  aforesaid  to  the  payment  of 
the  said  bonds  pro  rata,  and  without  discrimination  or  preference, 
and  thereafter  to  pay  over  any  surplus  to  the  said  party  of  the  first 
part,  its  successors  or  assigns,  or  as  any  court  of  competent  juris- 
diction shall  order,  and  to  restore  the  said  railroad  and  other  prop- 
erty to  the  said  party  of  the  first  part. 

Seventh.  In  case  default  shall  be  so  made  after  the  party  of  the 
second  part  shall  have  ceased  to  possess  and  operate  the  said  rail- 
road, as  provided  in  any  of  the  aforementioned  agreements,  the  party 
of  the  second  part,  its  successors  and  assigns,  may  also  foreclose  this 
mortgage  by  legal  proceedings,  or  sell,  or  cause  to  be  sold,  the  said 
railroads,  franchises  and  property,  real  and  personal,  hereby  convey- 
ed, or  intended  so  to  be,  and  all  benefit  and  equity  of  redemption  of 
the  party  of  the  first  part,  in  and  to  the  same,  and  every  part  there- 
of, with  the  benefit  of  the  franchises  aforesaid,    which  said  last  men- 


126 

tioned  sale,  other  than  a  judicial  sale,  shall  be  at  public  auction  in 
the  City  of  New  York,  or  the  City  of  Austin,  in  the. State  of  Texas, 
on  a  previous  notice  of  the  time  and  place  of  such  sale  by  advertise- 
ment, published  not  less  than  once  a  week  for  six  weeks,  in  at  least 
two  newspapers  of  general  circulation,  published,  one  in  the  City  of 
New  York,  and  one  in  the  State  of  Texas,  together  with  such  other 
notice  as  may  be  required  by  law  in  the  State  of  Texas;  and  in  such 
case  said  party  of  the  second  part,  and  its  successors  and  assigns  in 
this  trust,  shall  make  and  deliver  to  the  purchasers  of  said  premises 
good  and  sufficient  deeds  of  conveyance  for  the  same  in  fee  simple, 
and  the  said  sale  and  conveyance  shall  be  a  perpetual  bar,  both  in 
law  and  equity,  against  the  party  of  the  first  part,  its  successors  and 
assigns,  and  all  other  persons  claiming  by,  through,  or  under  them, 
of  all  right,  title,  interest,  or  claim  in  or  to  said  railroads,  premises 
and  property,  and  every  part  and  parcel  thereof;  and  in  case  of  any 
sale  of  said  premises  under,  pursuant  to,  or  because  of  this  Mortgage, 
the  party  of  the  second  part,  its  successors  and  assigns,  may  bid  for 
and  purchase  said  property,  real  and  personal,  or  any  part  thereof, 
in  behalf  of  the  holders  of  the  said  bonds.  In  case  of  such  sale,  the 
party  of  the  second  part  shall  deduct  from  the  proceeds  of  such  sale 
its  just  allowance  of  the  expenses  thereof,  including  attorneys'  and 
counsel  fees  and  all  expenses  which  may  have  been  incurred  in  oper- 
ating, managing,  or  maintaining  the  said  railroad,  or  in  managing  the 
business  thereof,  as  well  as  a  just  compensation  for  its  own  services, 
and  thereafter  shall  apply  so  much  of  the  said  proceeds  as  shall  be 
necessary,  to  the  payment  of  the  principal  and  interest  of  the  said 
bonds  then  remaining  unpaid,  pro  rata,  without  discrimination  or 
preference,  and  any  surplus  remaining  after  such  payment  shall  be 
paid  over  to  the  party  of  the  first  part,  or  as  any  court  of  competent 
jurisdiction  shall  order. 

It  is  further  hereby  declared  that  the  receipts  of  the  party  of  the 
second  part  shall  be  a  sufficient  discharge  to  the  purchaser  or  pur- 
chasers of  the  premises  hereby  mortgaged,  and  th'at  any  purchaser 
or  purchasers  having  such  receipts,  shall  not,  after  the  payment 
thereof,  be  bound  to  see  the  application  of  said  purchase  money,  or 
any  part  thereof;  provided,  however,  and  it  is  hereby  understood  and 
agreed,  that  no  entry  under  a  foreclosure  of  the  said  mortgage,  either 
by  judicial  proceedings,  or  otherwise,  shall  be  made  or  had,  so  long 
as  the  party  of  the  first  part  shall  pay  interest  upon  the  said  bonds, 
at  the  rate  of  seven  per  cent,  per  annum,  it  being,  however,  under- 
stood that,  in  case  of  payment  only   of  seven  per  cent,  per  annum, 


127 

the  difference  between  said  seven  per  cent,  and  ten  per  cent,  shall  be 
and  remain  a  lien  secured  by  these  presents,  and  shall  be  paid  out  of 
the  income  of  the  said  Railway  Company  in  future,  before  the  appli- 
cation of  any  income  to  the  purchase,  or  redemption,  of  the  princi- 
pal of  any  of  the  said  bonds. 

Eighth.  .The  party  of  the  first  part  shall,  from  time  to  time,  and  at 
all  times  hereafter,  and  as  often  as  thereto  requested  by  the  party  of 
the  second  part,  its  successors  or  assigns,  execute,  acknowledge,  and 
deliver,  all  such  further  deeds,  conveyances,  and  assurances  in  law, 
for  the  better  assuring  unto  the  party  of  the  second  part,  its  succes- 
sor or  successors  in  the  trust  hereby  created,  upon  the  trust  herein 
expressed,  the  lands,  railroads,  equipments  and  appurtenances  here- 
inbefore conveyed,  or  intended  so  to  be,  and  all  other  property  or 
things  whatsoever  which  may  hereafter  be  acquired  for  use  in  con- 
nection with  the  same,  or  any  part  thereof,  and  all  franchises  now 
held,  including  the  franchise  to  be  a  corporation,  as  the  party  of  the 
second  part,  its  successors  and  assigns,  by  the  their  counsel  shall  be 
reasonably  advised,  devised,  or  required. 

Ninth.  The  party  of  the  second  part  shall  have  further  power  in 
its  discretion,  and  upon  the  written  request  Of  the  party  of  the  first 
part,  to  convey  by  way  of  release,  or  otherwise,  to  the  person  desig- 
nated by  the  party  of  the  first  part,  any  land  acquired  or  held  for 
the  purpose  of  stations,  depots,  shops,  or  other  buildings,  for  the  use 
connected  therewith,  and  also  any  other  lands  which  in  the  judg- 
ment of  the  party  of  the  second  part,  and  its  successors,  shall  not  be 
necessary  for  use  in  connection  with  the  said  railroad,  or  which  may 
have  been  held  for  a  supply  of  fuel,  gravel,  or  other  material;  and 
also  to  convey,  as  aforesaid,  any  lands  which  may  become  disused 
by  reason  of  a  change  in  the  location  of  any  station-house,  depot, 
shop,  or  other  building  connected  with  the  said  railway,  and  such 
lands  occupied  by  the  tracts  and  adjacent  to  said  station-house,  de- 
pot, shop,  or  other  building,  as  the  said  party  of  the  first  part  may 
deem  it  expedient  to  disuse  or  abandon,  by  reason  of  such  change, 
or  consent  to  any  such  change,  and  to  such  other  changes  in  loca- 
tion of  the  tract,  as  in  their  judgment  shall  have  become  expedient, 
and  to  make  and  deliver  conveyances  necessary  to  carry  the  same 
into  effect,  but  any  lands  which  may  be  acquired  by  the  party  of  the 
first  part  for  permanent  use  in  substitution  for  any  so  released,  shall 
be  conveyed  to  the  party  of  the  second  part  upon  the  trust  of  these 
presents,  and  the  party  of  the  second  part  shall  also  have  full  power 


128 

to  allow  the  said  party  of  the  first  part  from  time  to  time  to  dispose 
of,  according  to  their  discretion,  such  portion  of  the  equipment,  ma- 
chinery, and  implements,  at  any  time  held  or  acquired  for  the  use  of 
said  railway,  as  may  have  become  unfit  for  such  use,  replacing  the 
same  by  new,  which  shall  be  conveyed  to  the  party  of  the  second 
part,  or  otherwise  made  subject  to  the  operations  of  these  presents. 

Tenth.  The  party  of  the  second  part  shall  be  entitled  to  compen- 
sation for  all  services  rendered  in  the  execution  of  this  trust. 

Eleventh.  Provided  always,  and  this  grant  and  conveyance  is 
upon  the  express  condition,  that  upon  the  payment  in  full  of  the  said 
bonds,  and  the  interest  due  thereon,  then  the  estate,  title,  and  in- 
terest hereby  granted  and  conveyed  shall  cease,  determine  and  be 
void. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused 
its  corporate  seal  to  be  hereto  affixed,  and  the  same  to  be  attested 
by  the  signatures  of  its  President  and  Secretary,  and  the  said  party 
of  the  second  part,  to  evidence  its  acceptance  of  this  trust,  hereby 
granted,  has  also  caused  its  corporate  seal  to  be  hereto  affixed,  and 
the  same  to  be  attested  by  the  signature  of  its  President,  the  day  and 
year  first  above  written. 

N.  L.  McCREADY,  President 

[l.  s.]  Missouri,  Kansas  and  Texas  Extension  Railway  Co. 

UNION  TRUST  COMPANY  OF  NEW  YORK, 
[l.  s.]  By  EDWD.  KING,  President. 

H.  B.   HENSON,  Secretary 

[l.  s.]  Missouri,  Kansas  and  Texas  Extension  Railway  Co. 

[The  words  "three"  in  22nd  line,  and  "months"  in  23rd  line,  of 
page  31  erased,  and  the  words  "four"  in  22nd  line,  and  "weeks"  in 
23rd  line,  interlined  in  lieu  thereof  before  signed.] 


State  of  New  York,         | 
City  and  County  of  New  York,  ) 

Be  it  remembered,  that  on  this  19th  day  of  June,  A.  D.  1880,  be- 
fore me,  Charles  Edgar  Mills,  a  Commissioner  of  the  State  of  Texas, 
in  and  for  the  State  of  New  York,  residing  in  the  said  City  of  New 
York,  personally  appeared  N.  L.  McCready,  the  President  of  the 
Missouri,  Kansas  and  Texas  Extension  Railway  Company,  and  H.  B. 
Henson,  the  Secretary  of  the  same  Company,  to  me  respectively  per- 


129 

sonally  known  to  be  such,  who,  being  by  me  severally  duly  sworn,  did 
depose  and  say,- that  he,  said  N.  L.  McCready,  resided  in  the  said 
City  and  State  of  New  York;  that  he,  said  H.  B.  Henson,  resided 
in  the  City  of  Brooklyn,  State  of  New  York;  that  the  said  N.  L. 
McCready  was  the  President,  and  he,  said  H.  B.  Henson,  was  the 
Secretary  of  the  said  Company;  that  they  know  the  corporate  seal 
of  said  Company;  that  the  seal  affixed  to  the  foregoing  instrument 
is  such  corporate  seal;  that  it  was  so  affixed  thereto  by  order  of  the 
Board  of  Directors  of  said  Company,  and  that  they,  the  said  N. 
L.  McCready  and  H.  B.  Henson,  signed  their  names  thereto,  by  the 
like  order,  as  President  and  Secretary  of  said  Company  respectively; 
and  the  said  N.  L.  McCready,  President,  and  H.  B.  Henson,  Secre- 
tary, personally  known  to  me  to  be  the  same  persons  whose  names 
are  subscribed  to  the  foregoing  instrument  as  such  President  and  Sec- 
retary, who  acknowledged  to  me  that  they  each  respectively  had 
executed  the  same,  as  the  free  act  and  deed  of  said  Company,  for  the 
uses,  purposes,  and  considerations  therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  igth  day  of  June,  A.  D.,  1880. 

[l.  s.]  Charles  Edgar  Mills, 

Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 


State  of  New  York, 

/■  ss 

City  and  County  of  New  York, 

Be  it  remembered,  that  on  this  19th  day  of  June,  A.  D.  1880,  be- 
fore me,  Charles  Edgar  Mills,  a  Commissioner  of  the  State  of  Texas, 
for  the  State  of  New  York,  residing  in  said  City  of  New  York, 
personally  appeared  Edward  King,  the  President  of  the  Union  Trust 
Company  of  New  York,  to  me  personally  known  to  be  such,  who, 
being  by  me  duly  sworn,  did  depose  and  say,  that  he  resided  in 
Richmond  county,  New  York;  that  he  was  the  President  of  the  said 
Company;  that  he  knows  the  corporate  seal  of  said  Company;  that 
the  seal  affixed  to  the  foregoing  instrument  is  such  corporate  seal; 
that  it  was  so  affixed  thereto  by  order  of  the  Board  of  Trustees  of 
said  Company,  and  that  he  signed  his  name  thereto,  by  the  like 
order,  as  the  President  of  said  the  Union  Trust  Company  of  New 
York;  and  the  said  Edward  King,  personally  known  to  me  to  be  the 
same  person  whose  name  is  subscribed  to  the  foregoing  instrument, 
and  acknowledged  to  me  that  he  had  executed    the   same  as  the  free 


130 

act  and  deed  of  said  Company,  for  the  uses,  purposes  and  considera- 
tions therein  expressed. 

In  witness  whereof,   I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  19th  day  of  June,  A.  D.  1880. 

Charles  Edgar  Mills, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 


Filed  June  24th,  1880,  at  5  p.  m. 
Recorded  June  26th,  1880. 


G.  A.  Dickerman,  Clerk. 


State  of  Texas, 
County  of  Grayson. 

I,  J.  P.  Austin,  Clerk  of  the  County  Court  in  and  for  said  State  and 
county,  do  hereby  certify  that  the  above  and  foregoing  fifteen  and 
one-half  (15^2)  pages  is  a  true  and  correct  copy  of  a  Mortgage  from 
N.  L.  McCready,  President  of  the  Missouri,  Kansas  and  Texas  Ex- 
tension Railway  Company,  to  the  Union  Trust  Company  of  New 
York,  together  with  the  certificates  of  authentication  and  the  date  of 
filing  and  record  thereof,  as  appears  of  record  in  my  office,  in  Book 
"G,"  on  pages  89,  90,  91,  92,  93,  94,  95,  96,  97,  98,  99,  100,  101,  102, 
103,  104  and  105,  of  the  Mortgage  Records  of  Grayson  county,  Texas. 
Given  under  my  hand  and  official  seal,  at  office  in  the  city  of  Sher- 
man, Texas,  this  the  26th  day  of  September,  A.  D.,  1889. 

[l.  s.]  J.  P.  Austin, 

Clerk  of  the  County  Court  in  and  for  Grayson  county,  Texas. 


UNION  TRUST  COMPANY  OF  NEW  YORK 


TO 


MISSOURI,  KANSAS  AND  TEXAS  EXTENSION  RAILWAY 

COMPANY. 


.»  <.  — .»  ♦ 


Release  of  Mortgage 

Of  date  June  1st,  1880. 


State  of  New  York, 
City  and  County  of  New  York, 

Union  Trust  Company  of  New  York  hereby  certifies  that  a  certain 
Indenture  of  Mortgage,  bearing  date  the  first  day  of  June,  in  the  year 
one  thousand  eight  hundred  and  eighty,  made  and  executed  by  the 
Missouri,  Kansas  and  Texas  Extension  Railway  Company  to  said 
Union  Trust  Company  of  New  York,  as  Trustee,  to  secure  the  pay- 
ment of  its  two  thousand  bonds,  of  the  denomination  of  one  thousand 
dollars  each,  on  its  railroad  extending  from  the  city  of  Denison, 
county  of  Grayson,  State  of  Texas,  through  the  county  of  Fannin  to 
Greenville,  in  Hunt  county,  in  said  State,  and  from  said  city  of  Deni- 
son, through  the  counties  of  Cook,  Montague,  Clay,  Archer  and 
Jack,  to  Belknap,  in  the  county  of  Young,  in  said  State  of  Texas, 
and  other  property  of  said  Railroad  Company,  and  recorded  in  the 
several  offices  of  the  several  clerks* of  the  said  several  counties,  re- 
spectively, is  paid,  and  hereby  cons<*nts  that  the  same  be  discharged 
of  record. 

Dated  the  26th  day  or  November,  1881. 

UNION  .TRUST  COMPANY  OF  NEW  YORK, 
[l.  s.]  By  Edw.  King,  President. 


132 

State  of  New  York,  ) 

City  and  County  of  New  York,  j 

On  the  26th  day  of  November,  one  thousand  and  eight  hundred 
and  eighty-one,  before  me  personally  came  and  appeared  Edward 
King,  President  of  the  Union  Trust  Company  of  New  York,  who,  be- 
ing by  me  duly  sworn,  deposes  and  says  that  he  resides  at  New  York 
City,  New  York  county,  New  York,  and  is  President  of  the  Union 
Trust  Company  of  New  York;  that  he  knows  the  corporate  seal  of 
said  Company;  that  the  seal  affixed  to  the  foregoing  instrument  is 
such  corporate  seal,  and  that  he  affixed  the  same,  and  signed  the  said 
instrument  as  President  by  virtue  of  the  authority  and  direction  of 
the  Board  of  Trustees  of  said  Trust  Company,  said  instrument  bear- 
ing date  November  26th,  1881. 

And  the  said  Edward  King,  as  such  President  above  mentioned, 
further  acknowledged  to  me  that  he  had  executed  the  said  instru- 
ment, to  be  his  free  and  voluntary  act  and  deed,  and  to  be  the  free 
and  voluntary  act  and  deed  of  said  Company,  for  the  uses  and  pur- 
poses therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  26th  day  of  November,  A.  D.,  1881. 

Charles  Edgar  Mills, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 

Filed  December  12th,  1881,  at  9  o'clock  a.  m. 
Recorded  December  14th,  1881. 

G.  A.  Dickerman,  Clerk. 

State  of  Texas,    | 
County  of  Grayson.  } 

I,  J.  P.  Austin,  Clerk  of  the  County  Court  in  and  for  said  State  and 
county,  do  hereby  certify  that  the  above  and  foregoing  is  a  true  and 
correct  copy  of  the  release  from  the  Union  Trust  Company  of  New 
York,  by  Edward  King,  President,  to  the  Missouri,  Kansas  and  Texas 
Extension  Railway  Company,  with  its  certificate  of  authentication 
and  the  date  of  filing  and  record  thereof,  as  appears  of  record  in  my 
office,  in  Vol.  "G,"  page  472,  of  the  Mortgage  Records  of  Grayson 
county,  Texas. 

In  witness  whereof,  I  hereunto  set  my  hand  and  affix  the  seal  of 
my  office,  at  office  in  the  city  of  Sherman,  Texas,  this  the  26th  day  of 
September,  A.  D.  1889. 

[l.  s.]  J.  P.  Austin, 

Clerk  of  the  County  Court  in  and  for  Grayson  county,  Texas. 


Union  Trust  Company  of  New  York 

AND 

Missouri,  Kansas  and  Texas  Extension  Railway  Company 

TO 

THE  MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 


DEED 

Conveying  the  Corporate  Franchises  and  Property  of  the  Missouri, 
Kansas  and  Texas  Extension  Railway  Company. 


THIS  INDENTURE,  made  this  26th  day  of  November,  1881, 
between  the  Union  Trust  Company,  of  New  York,  party  of  the  first 
part,  the  Missouri,  Kansas  and  Texas  Extension  Railway  Com- 
pany, party  of  the  second  part,  and  the  Missouri,  Kansas  and 
Texas  Railway  Company,  party  of  the  third  part,  witnesseth: 

Whereas,  The  party  of  the  third  part,  being  a  railway  corpora- 
tion existing  under  the  laws  of  Kansas,  heretofore  by  mortgage  deed, 
bearing  date  the  first  day  of  February,  1871,  mortgaged  its  property 
to  the  party  of  the  first  part  to  secure  certain  bonds  of  the  party  of 
the  third  part,  and,  pursuant  to  the  provisions  of  said  mortgage,  said 
party  of  the  third  part  subsequently  executed  to  said  party  of  the 
first  part  three  additional  mortgages  to  secure  certain  additional 
bonds,  all  said  bonds  are  mortgages  being  on  an  equality,  and  said 
bonds  being  by  said  mortgages  equally  secured,  and  said  mortgages 
are  properly  recorded  in  the  States  of  Missouri,  Kansas  and  Texas; 


134 

And  Whereas,  Subsequently,  for  default  in  the  conditions  of  said 
bonds  and  mortgages,  said  party  of  the  first  part,  with  the  consent  of 
said  party  of  the  third  part,  took  possession  of  the  property  of  said 
party  of  the  third  part,  described  in  the  first  of  the  mortgages  here- 
inbefore mentioned; 

And  Whereas,  Subsequently,  a  Railway  Company,  known  as  the 
Denison  and  South  Eastern  Railway  Company,  was  organized; 

And  Whereas,  Another  Railway  Company,  known  as  the  Deni- 
son and  Pacific  Railway,  was  organized; 

And  Whereas,  Subsequently,  the  name  of  the  Denison  and  South 
Eastern  Railway  Company  was  changed  to  that  of  the  Missouri, 
Kansas  and  Texas  Extension  Railway  Company,  and  it  is  the  party 
of  the  second  part  hereto; 

And  Whereas,  The  said  Denison  and  South  Eastern  Railway 
Company  and  the  said  Denison  and  Pacific  Railway  Company  were 
consolidated,  so  far  as  legally  could  be,  and  the  Denison  and  Pacific 
Railway  Company  conveyed  its  property  to  the  Denison  and  South 
Eastern  Railway  Company,  and  bonds  secured  by  mortgage  to  the 
party  of  the  first  part,  executed  by  the  Missouri,  Kansas  and  Texas 
Extension  Railway  Company,  were  sold  to  many  persons; 

And  Whereas,  The  securities  issued  by  the  Denison  and  Pacific 
Railway  Company,  and  the  Denison  and  South  Eastern  Railway 
Company,  were  assigned  to  the  party  of  the  first  part  as  additional 
security  for  the  bonds  issued  by  the  Missouri,  Kansas  and  Texas  Ex- 
tension Railway  Company; 

And  Whereas,  In  January,  1880,  an  agreement  was  made  between 
the  several  corporations,  between  whom  it  purports  to  be  made,  in 
words  and  figures  following: 

This  agreement,  entered  into  this  first  day  of  January,  A.  D.  1880, 
between  the  Union  Trust  Company  of  New  York,  as  Mortgagee  of 
the  Missouri,  Kansas  and  Texas  Railway  Company,  in  possession  of 
the  railroad  and  other  mortgaged  property  of  the  said  Missouri, 
Kansas  and  Texas  Railway  Company,  said  Union  Trust  Company  of 
New  York  being  a  corporation  organized  under  the  laws  of  New 
York,  first  party,  and  the  Denison  and  South  Eastern  Railway  Com- 
pany, a  corporation  organized  under  the  laws  of  the  State  of  Texas, 
second  party,  and  the  Missouri,  Kansas  and  Texas  Railway  Com- 
pany, a  corporation  organized  under  the  laws  of  the  State  of  Kansas, 


135 

and  possessed  of  certain  powers  and  privileges  under  the  laws  of  the 
States  of  Missouri  and  Texas,  third  party,  witnesseth: 

Whereas,  The  said  second  party  is  about  to  obtain  an  amend- 
ment to  its  charter,  and  thereby  to  change  its  name  from  the  Deni- 
son  and  South  Eastern  Railway  Company  to  that  of  the  Missouri, 
Kansas  and  Texas  Extension  Railway  Company,  and  thereby  so  alter 
and  change  its  route  from  that  described  in  its  present  charter  so  as 
to  include  the  route  comprised  in  its  present  charter,  and  also  a 
line  and  route  heretofore  belonging  to  the  Denison  and  Pacific  Rail- 
way, from  Denison,  extending  through  the  counties  of  Cooke,  Mon- 
tague, Clay,  Archer,  and  Jack,  to  Belknap,  in  the  county  of  Young, 
State  of  Texas,  a  distance  of  one  hundred  and  fifty  miles,  more  or 
less,  and  now  partially  built  and  operated,  which  said  last  mentioned 
line  has  been  conveyed  by  the  said  Denison  and  Pacific  Railway  to 
the  second  party; 

Now,  therefore,  the  said  second  party  agrees  that  it  will  proceed 
to  finish  its  railroad  from  Denison,  in  the  State  of  Texas,  to  Green- 
ville, in  the  county  of  Hunt,  in  the  State  of  Texas,  on  or  before  the 
first  day  of  October,  1880,  so  that  the  same  shall  be  ready  for  the 
running  of  trains  thereon.  The  said  second  party  agrees  that  the 
said  railway  shall  be  well,  substantially  and  thoroughly  built,  with 
iion  or  steel  rails,  weighing  at  least  fifty  pounds  to  the  yard;  that  the 
same  shall  be  done  under  the  supervision  of  the  officers  in  charge  of 
the  Missouri,  Kansas  and  Texas  Railway,  in  the  service  of  the  first 
party.  It  is  agreed  that  so  much  of  said  railroad  as  is  now  com- 
pleted easterly  and  westerly  from  Denison,  together  with  all  equip- 
ments and  rolling  stock  belonging  and  appertaining  thereto,  shall  be 
delivered  by  said  second  party  to  and  shall  be  accepted  by  the  said 
first  party,  and  when  the  balance  of  the  said  railroad  to  Greenville 
shall  be  completed,  possession  thereof  shall  be  delivered  to,  and  pro- 
vided the  same  is  completed  on  or  before  October  first,  1880,  shall 
Abe  accepted  by  said  first  party;  and  provided  further,  that  the  said 
first  party  shall  in  no  case  be  bound  to  accept  delivery  of  any  road 
or  section,  or  part  of  said  road,  from  said  second  party,  without  a 
certificate  by  the  officers  in  the  service  of  the  first  party,  that  the 
road,  or  section  of  the  road,  proposed  to  be  built  has  been  com- 
pleted in  a  satisfactory  manner,  and  that  the  same  has  been  well  and 
substantially  built,  and  in  accordance  with  the  contract  for  the  build- 
ing thereof.  It  is  further  mutually  agreed  that  if  at  any  time,  and 
from  time  to  time  hereafter,  the  first  and   second  parties  shall  agree, 


136 

the  said  second  party  may  proceed  to  construct  and  build  the  whole 
or  any  portion,  and  from  time  to  time  further  portions  of  the  line  of 
railroad  of  said  second  party,  as  laid  out  and  stated  in  the  amend- 
ment to  the  charter  thereof  as  now  proposed  to  be  obtained,  or  as 
laid  out  and  stated  in  any  amendment  thereto  hereafter  obtained; 
that  upon  any  such  agreement  between  said  first  and  second  parties 
being  made,  the  second  party  shall  proceed  to  construct  the  road 
described  in  such  agreement,  and  shall  complete  and  deliver  the  same 
to  the  first  party,  and  said  first  party  shall  accept  said  delivery,  and 
shall  operate  said  road  upon  the  terms  and  in  the  manner  prescribed 
in  this  agreement,  and  that  all  the  stipulations,  covenants  and  agree- 
ments herein  contained  shall  apply  to  such  road,  and  shall  bind  all 
the  parties  hereto  precisely  in  the  same  manner,  and  to  the  same 
extent,  as  if  such  road,  and  the  agreement  in  respect  thereto,  had 
been  specially  stated  and  inserted  therein;  provided,  that  it  shall 
always  be  optional  with  the  first  party  to  accept  any  delivery  of  rail- 
road that  may  be  tendered  after  the  time  provided  for  its  accept- 
ance by  the  first  party.  The  first  party  agrees  to  operate  any  rail- 
road delivered  to  and  accepted  by  it  upon  the  following  terms: 

First.  The  said  second  party  shall  issue  to  its  stockholders,  at 
par  value,  stock  representing  one-tenth  of  the  cost  of  the  roads,  and 
shall  procure  its  said  stockholders  to  deposit  the  said  stock,  in  certi- 
ficates of  one  share  of  one  hundred  dollars  each,  with  the  first  party, 
with  irrevocable  powers  of  attorney  to  transfer  the  same  to  itself, 
said  first  party,  as  Trustee  of  the  Missouri,  Kansas  and  Texas  Rail- 
way Mortgages,  each  certificate  of  stock  shall  be  numbered  to  cor- 
respond with  a  bond  of  said  second  party  of  one  thousand  dollars; 
such  stock  shall  remain  in  the  hands  of  said  first  party,  to  be  trans- 
ferred as  hereafter  provided,  for  the  benefit  of  the  bondholders  of  the 
Missouri,  Kansas  and  Texas  Railway  Company,  unless  the  said  first 
party  shall  be  unable  to  pay  interest  to  the  extent  of  seven  per  cent, 
per  annum  in  any  one  year  upon  the  bonds  issued  by  the  said  second 
party.  If  the  total  amount  of  interest  paid  in  any  one  year  upon  the 
said  bonds  of  the  said  second  party  shall  be  less  than  seven  per  cent, 
and  such  default  shall  continue  for  three  months  thereafter,  it  shall, 
at  the  expiration  of  such  three  months,  be  the  duty  of  said  first  party 
to  deliver  forthwith  to  each  bondholder,  upon  the  presentation  of 
his  bonds  for  verification  the  certificates  of  stock  corresponding  in 
number  thereto. 

Second.     The  classification  and  tariff  rates  for  freight  and   passen- 


i37 

gers  of  the  second  party,  for  the  purpose  of  accounting  and  payment 
herinafter  specified,  shall  be  the  same  per  mile  as  those  charged  by 
the  Houston  and  Texas  Central  Railway  Company  between  Denison 
and  Sherman  in  corresponding  months  from  March,  1877,  to  Febru- 
ary, 1878,  inclusive,  the  first  party,  however,  to  have  the  right  to 
make  such  rates  to  the  public  and  to  alter  and  change  the  same  as 
it  may  deem  best. 

Third.  One  half  of  the  gross  earnings  of  the  railroad  of  the  sec- 
ond party,  and  in  addition  thereto  thirty-five  per  cent,  of  the  gross 
earnings  of  the  Missouri,  Kansas  and  Texas  Railway  upon  all  busi- 
ness received  from,  or  forwarded  over  the  said  railroad  of  the  second 
party,  and  received  from  or  forwarded  over  the  Houston  and  Texas 
Central  Railway  to  and  from  Sherman,  or  points  north  thereof,  less 
the  amount  of  the  business  by  the  Missouri,  Kansas  and  Texas  Rail- 
way received  from,  or  delivered  to  the  Houston  and  Texas  Central 
Railway  to  or  from  Sherman,  or  points  north  thereof,  in  correspond- 
ing months  from  March,  1877,  to  February,  1878,  inclusive,  shall  be 
ascertained  monthly,  and  shall  be  set  apart,  held  and  retained  by 
said  first  party,  as  Trustee,  and  shall  be  disposed  of  as  shall  be  here- 
inafter provided. 

Fourth.  From  and  out  of  the  moneys  so  held  and  retained  by 
said  first  party,  as  Trustee,  the  said  first  party  shall  pay  interest  on 
the  costs  of  said  railroad,  as  represented  by  bonds  and  scrip,  for 
fractions  of  bonds  of  said  second  party,  issued  therefor  and  paraphed 
by  said  first  part);,  as  mortgagee,  of  the  said  second  party,  at  the  rate 
of  ten  per  cent,  per  annum,  said  costs  to  be  ascertained  by  said  sec- 
ond party  and  said  first  party,  and  stock,  bonds  or  other  securities 
as  may  be  agreed  to  be  issued  by  said  second  party  therefor,  and 
said  interest  to  be  paid  by  said  first  party  to  the  holders  of  such 
bonds  or  other  similar  securities. 

Fifth.  From  and  out  of  any  surplus  of  such  moneys  that  at  the 
end  of  any  fiscal  year  shall  remain  in  the  hands  of  the  first  party, 
after  payment  of  interest  on  said  bonds  at  the  rate  of  ten  per  cent, 
per  annum,  as  in  the  last  preceding  paragraph  expressed,  the  said 
first  party  shall  purchase  so  many  of  the  bonds  as  the  money  in  its 
hands  may  be  sufficient  to  purchase,  at  the  best  price  for  which  it  can 
obtain  the  same,  not  exceeding  one  hundred  and  ten  (no),  and  ac- 
crued interest,  and  in  case  said  first  party  cannot,  after  proper  ad- 
vertisement, purchase  such  bonds  at  said  price,  thereupon  the  said 
first  party  shall  designate,  by  lot,  by  the  numbers  thereof,  certain  of 


138 

said  bonds  for  redemption,  at  the  price  of  one  hundred  and  ten,  and 
accrued  interest.  The  first  party  shall  thereupon  give  public  notice, 
by  advertisement  in  a  daily  newspaper  in  the  City  of  New  York, 
once  a  week,  for  four  weeks,  of  the  bonds  so  designated  for  redemp- 
tion, and  thereupon  interest  upon  said  bonds  shall  cease,  and  the 
same  shall  be  paid  and  redeemed  by  said  first  party  upon  the  pre- 
sentation, at  the  rate  aforesaid,  and  when  redeemed,  the  same  shall 
be  cancelled,  and  the  amount  of  the  bonds  secured  by  said  mortgage 
reduced  to  that  extent,  provided  the  said  first  party  shall  not  in  any 
one  year  apply  said  moneys  for  the  purchase,  or  redemption,  of  more 
than  one-tenth  of  the  whole  amount  of  the  bonds  that  may  have  been 
issued  by  the  second  party,  and  paraphed  by  the  first  party;  and  pro- 
vided further,  that  if  in  any  year  the  said  moneys  in  the  hands  of  the 
first  party  shall  have  been  insufficient,  after  making  payments  direct- 
ed to  be  first  made,  to  purchase  or  redeem  one-tenth  of  said  bonds, 
as  above  expressed,  bonds  to  make  up  said  one-tenth  may  be  pur- 
chased, or  redeemed,  in  any  succeeding  year  out  of  any  moneys  over 
and  above  the  amount  necessary  to  purchase,  or  redeem,  the  one- 
tenth  of  bonds  for  such  succeeding  year,  it  being  the  intention  to  al- 
low of  the  purchase,  or  redemption,  of  one-tenth  of  such  bonds  in 
each  year,  and  to  apply  the  surplus  money  of  any  one  year  to  supply 
the  deficiency  of  any  other. 

Sixth.  When  all  the  bonds  are  retired  and  cancelled,  first  party 
shall  hold  the  stock,  hereinbefore  referred  to,  of  the  said  second 
party  for  the  benefit  of  the  Missouri,  Kansas  and  Texas  first  and  sec- 
ond mortgage  bondholders,  keeping  alive  the  organization  of  the  said 
second  party,  or  said  first  party  may  cause  the  stock  to  be  cancelled, 
and  the  property  of  the  said  second  party  to  be  conveyed  to  the 
Missouri,  Kansas  and  Texas  Railroad  Company,  subject  to  their 
first  and  second  mortgages  of  said  Missouri,  Kansas  and  Texas  Rail- 
road Company,  as  the  said  first  party  may  be  advised  will  best  pro- 
tect and  preserve  the  security  of  the  Missouri,  Kansas  and  Texas 
Railway  Company  bondholders,  it  being  the  intention  that  the  rail- 
road of  the  said  second  party  shall,  when  free  from  debt,  be  added 
to  the  security  underlying  the  first  and  second  mortgages  upon  the 
Missouri,  Kansas  and  Texas  Railway,  and  form  a  portion  of  the  se- 
curity for  the  mortgage  debt  of  said  Missouri,  Kansas  and  Texas 
Railway  Company. 

Seventh.  Any  balance  of  income  at  the  end  of  the  first  fiscal  year, 
whether  derived  from  the  road  of  second  party,  or  that  of  third  party, 


139 

over  and  above  the  amount  required  to  comply  with  Articles  two 
and  three,  to  be  recredited  with  the  general  income  of  the  Missouri, 
Kansas  and  Texas  Railway,  and  applied  by  the  said  first  party  as  a 
part  of  the  income  of  the  Missouri,  Kansas  and  Texas  Railway  for 
the  benefit  of  the  Missouri,  Kansas  and  Texas  Railway  Company 
bondholders.  It  is  mutually  agreed  that  the  said  second  party  shall 
issue  no  securities,  obligations,  stock,  scrip,  or  other  representative 
debt,  or  capital,  unless  with  the  consent  or  approval  of  the  said  first 
party,  and  no  security,  obligation,  stock,  scrip,  or  representative  of 
debt,  or  capital,  shall  be  valid  unless  authenticated  by  said  first  party. 

Eighth.  The  said  first  party  shall  not  be  bound  to  accept  posses- 
sion of  any  railroad  built,  or  any  portion  thereof,  unless  at  the  time 
such  possession  is  tendered,  the  same  shall  be  free  from  all  liens  and 
claims,  except  such  as  are  represented  by  securities  on  stock  and  au- 
thenticated as  in  the  last  preceding  paragraph  provided,  or  as  may 
be  collateral  security  therefor. 

Ninth.  It  is  further  expressly  understood  and  agreed  that  said 
first  party  shall  in  no  event  be  bound  to  operate  said  railroad,  or  any 
part,  at  a  loss,  and  in  no  case  shall  it  be  bound  to  make  any  pay- 
ments as  hereinbefore  provided,  unless  it  shall  have  realized  the 
means  to  do  so  from  the  operation  of  said  road;  that  in  case  the  re- 
mainder of  the  gross  earnings  of  said  railroad,  and  of  the  Missouri, 
Kansas  and  Texas  Railway  on  connecting  business,  as  hereinbefore 
specified,  after  deducting  the  one-half  and  thirty-five  per  cent.,  as 
hereinbefore  specified,  shall  be  insufficient  to  pay  the  expenses  of 
operating  the  said  railroad,  including  the  expenses  of  repairs  and  re- 
placements, then  the  amount  to  be  set  apart  and  reserved  by  said 
first  party  shall  be  decreased  until  such  operating  expenses  are  paid, 
and  in  case  the  earnings  so  reserved  shall  be  insufficient  to  pay  such 
interest  on  all  such  securities  the  payments  to  be  made  pro  rata, 
said  second  party  shall  execute  a  mortgage,  or  deed  of  trust,  to  said 
first  party  to  secure  its  bonds,  and  other  similar  securities  to  be  is- 
sued to  represent  the  costs  of  said  road  as  aforesaid. 

Tenth.  It  is  further  mutually  agreed  that  the  first  party  shall  have 
the  right  at  any  time  to  purchase  or  pay  all  and  singular  the  bonds 
and  other  similar  securities  to  be  issued  by  said  second  party  upon 
pavment  of  a  premium  of  fifteen'  per  cent,  and  accrued  interest  on 
the  principal  of  said  bonds;  provided,  however,  that  notice  of  its  in- 
tention so  to  pay,  or  purchase,  shall  be  published  in  a  newspaper  in 
the  City  of  New  York,  once  a  week   for  four  successive  weeks,  prior 


140 

to  the  time  of  such  purchase,  or  payment;  and  provided  also,  that  no 
such  purchase,  or  payment,  shall  be  made  prior  to  three  years  after 
the  date  hereof.  After  the  date  upon  which  said  first  party  may  give 
notice  that  it  will  purchase  or  pay  said  bonds,  interest  upon  the 
same  shall  cease. 

Eleventh.  The  third  party  agrees  that  it  hereby  ratifies,  approves 
and  adopts  all  and  singular  the  stipulations,  agreements  and  cove- 
nants, hereinbefore  expressed  and  implied.  The  third  party  further 
covenants  and  agrees  with  the  first  party,  and  with  second  party 
jointly,  and  with  each  of  .them  severally,  that  in  case  of  the  surren- 
der, or  other  delivery,  by  said  first  party  to  said  third  party  of  the 
possession  of  the  property  of  said  third  party  mortgaged  to  said  first 
party,  that  then  and  in  such  case  the  said  first  party  will  also  accept 
and  take  possession  of  all  the  railroad  of  the  second  party  then  in  the 
possession  of  first  party,  and  will  also  take  possession,  when  com- 
pleted, of  any  railroad  of  the  second  party,  which,  pursuant  to  any 
contract  between  first  and  second  party,  as  herein  provided  for,  may 
then  be  in  process  of  building,  and  will  operate  said  railway  of  sec- 
ond party  so  taken  possession  of,  and  account  for  and  apply  the 
gross  profits  thereof  in  the  same  manner,  and  on  the  same  terms, 
that  the  first  party  would  have  been  bound  to  operate  and  account 
for,  and  apply  gross  profits  thereof  according  to  the  terms  of  this 
agreement,  had  first  party  not  surrendered  or  otherwise  delivered  to 
third  party  the  said  mortgaged  property.  Said  third  party  covenants 
and  promises,  and  agrees  to,  and  with  first  and  second  parties,  and 
to  and  with  each  of  said  first  and  second  parties,  and  to  and  with 
the  holders  of  the  bonds  and  other  similar  securities  of  second  party, 
paraphed  by  first  party,  that  in  case  of  such  surrender,  or  other  de- 
livery of  possession  to  third  party  of  the  property  of  the  third  party, 
mortgaged  to  first  party,  if  said  third  party  will  punctually  and 
promptly  pay  the  interest  and  principal  of  the  bonds  and  other  simi- 
lar securities  of  the  second  party,  paraphed  by  the  first  party,  and 
this  whether  the  receipts  for  that  purpose,  as  mentioned  herein,  shall 
or  shall  not  be  sufficient  therefor;  and  further,  that  if  said  third  party 
will  annually  purchase,  or  redeem,  one-tenth  of  said  bonds,  on  the 
terms  and  in  the  manner  hereinbefore  stated,  it  is  mutually  agreed  that 
in  such  case  of  surrender,  or  other  delivery  of  possession  of  said  mort- 
gaged property  to  said  third  party,  said  third  party  shall  have  the  same 
privilege  of  purchase,  or  redemption,  of  all  of  said  bonds  after  three 
years  from  the  date  hereof,  hereinbefore  given  to  the  first  party;  and  it 
is  further  agreed  that  in  case  of  any  purchase,  or  redemption,  by  said 


I4I 

third  party  of  any  or  all  of  said  bonds  of  said  second  party,  said  first 
party  shall  hold  the  stock  of  said  second  party  thereby  set  free,  or 
shall  cause  the  property  of  the  said  second  party  to  be  conveyed  in 
the  same  manner,  and  for  the  same  purpose,  of  thereby  obtaining 
better  and  further  security  for  the  bondholders  of  the  third  party,  se- 
cured by  first  and  second  mortgages  of  the  first  party,  according  to 
their  respective  priority,  as  if  said  first  party  had  remained  in  posses- 
sion of  the  mortgaged  property  of  said  third  party.  It  is  further 
mutually  understood  and  agreed,  that  in  such  case  of  such  surrender 
and  delivery  of  said  mortgaged  property  by  said  first  party  to  said 
third  party,  said  first  party  shall  be,  and  hereby  is,  released  from  all 
duty,  obligation  and  liability  hereunder,  either  to  said  second  or 
third  party. 

Twelfth.  It  is  mutually  agreed  that  the  first  party  is  entitled  to 
and  shall  receive  just  compensation  for  all  services  rendered  in  re- 
spect to  the  matters  herein  mentioned. 

Thirteenth.  It  is  further  understood  that  this  agreement  is  to  take 
effect  on  and  after  the  date  thereof,  and  that  all  business  done  and 
transactions  carried  out  between  the  day  of  the  date  and  of  the  exe- 
cution of  this  agreement,  shall  be  considered  as  having  been  done 
and  transacted  under  and  pursuant  to  the  provisions  hereof. 

In  witness  whereof,  the  said  first,  second  and  third  parties  have 
respectively  caused  these  presents  to  be  signed  by  their  respective 
Presidents,  and  their  respective  corporate  seals  to  be  hereto  respect- 
ively attached,  the  day  and  year  first  above  written. 

EDWD.  KING,  President 

[l.  s.]  Union  Trust  Company  of  New  York. 

W.  WHITEWRIGHT,  President 
[l.  s.]  Denison  and  South  Eastern  Railway  Co. 

JAY  GOULD,  President 
[l.  s.]  Missouri,  Kansas  and  Texas  Railway  Co. 

Signed  and  sealed  in  the  presence  of 


Words  inserted  or  interlined:  On  second  page,  15th  line,  word 
"to"  interlined;  on  8th  page,  3d  line,  letter  "t"  prefixed  to  "hereof;" 
on  13th  page,  15th  line,  word  "  respective"  interlined,  and  also  on 
13th  page,  23rd  line,  before  execution. 


142 

And  Whereas,  In  December,  1880,  pursuant  to  a  decree  of  the  Cir- 
cuit Court  of  the  United  States  for  the  District  of  Kansas,  the  party 
of  the  first  part  delivered  to  the  party  of  the  third  part  the  property 
theretofore  held  by  it  as  mortgaged  in  possession;  and  also,  pursuant 
to  said  decree  and  said  foregoing  agreement,  delivered  the  property 
in  said  agreement  described; 

And  Whereas,  Theretofore,  and  in  the  year  1876,  the  party  of 
the  third  part  had  duly  executed  to  the  party  of  the  first  part  its  in- 
come, or  second  mortgage,  to  secure  income  bonds  to  an  amount  not 
exceeding  ten  millions  of  dollars,  and  said  mortgage  had  been  duly 
recorded; 

And  Whereas,  Since  such  delivery,  as  aforesaid,  said  party  of  the 
third  part  has  paid  the  bonds  of  said  party  of  the  second  part  in 
above  agreement  mentioned; 

And  Whereas,  Said  party  of  the  first  part  is  advised  that  its 
proper  course  is  to  cause  the  property  of  the  party  of  the  second 
part  to  be  conveyed  to  the  party  of  the  third  part,  subject  to  the  first 
and  second  mortgages,  made  by  said,  party  of  the  third  part,  and  for 
the  better  securing  of  the  bonds  secured  by  said  mortgages,  said 
mortgages  are  all  made  to  the  party  of  the  first  part,  and  are  de- 
scribed as  follows: 

The  first,  of  date  February  first,  1871,  to  secure  fourteen  millions 
of  dollars,  in  bonds  of  one  thousand  dollars  each,  and  with  provisions 
for  further  issue,  as  more  road  was  built,  or  purchased,  to  be  secured 
by  additional  mortgages.  An  additional  mortgage,  of  date  June  1st, 
1872,  to  secure  two  millions  five  hundred  thousand  dollars  of  bonds, 
was  made.  An  additional  mortgage,  of  date  November  1st,  1872,  to 
secure  two  millions  of  dollars  of  bonds,  was  made.  An  additional 
mortgage,  of  date  June  1st,  1873,  to  secure  two  millions  four  hundred 
thousand  dollars  of  bonds,  was  made.  Said  mortgage  of  February 
1st,  1871,  and  the  three  additional  mortgages,  constitute  in  fact  one 
mortgage  known  as  the  First  Consolidated  Mortgage. 

The  second  mortgage  bears  date  April  1st,  1876,  and  is  known  as 
the  Income  Mortgage. 

And  Whereas,  The  object  of  this  instrument  is  to  carry  out  the 
provisions  of  said  agreement,  above  mentioned,  especially  the  sixth 
and  eleventh  clauses  thereof; 

Now  therefore,  in  consideration  of  the  premises,  and  the  sum  of 


143 

one  dollar  paid  to  the  parties  of  the  first  and  second  parts,  respect- 
ively, at  or  before  the  ensealing  and  delivery  hereof,  the  receipt 
whereof  is  hereby  acknowledged,  and  in  order  to  carry  out  the  pro- 
visions of  the  agreement  above  mentioned,  the  said  parties  of  the 
first  and  second  parts  have  granted,  bargained,  sold  and  assigned, 
transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain, 
sell,  assign,  transfer,  and  convey,  unto  the  said  party  of  the  third 
part,  all  and  singular  the  property,  franchises  and  rights  described 
in  said  agreement,  and  more  particularly  described  as  follows,  to  wit: 
All  and  singular  the  railway  of  the  party  of  the  second  part,  as 
now  constructed  and  operated,  extending  from  the  City  of  Denison, 
in  the  county  of  Grayson  in  the  State  of  Texas,  through  the  county 
of  Fannin;  to  Greenville,  in  the  county  of  Hunt,  in  said  State,  and 
being  a  distance  of  fifty-two  miles,  more  or  less;  also  its  railroad,  as 
now  constructed  and  operated,  extending  from  said  City  of  Denison, 
westwardly,  to  Gainesville,  in  the  county  of  Cooke,  in  said  State  of 
Texas,  being  a  distance  of  forty-two  miles,  more  or  less,  including 
all  the  railway  constructed,  or  to  be  hereafter  constructed,  right  of 
way,  depot  grounds  and  other  lands,  tracks,  bridges,  viaducts,  cul- 
ver s,  fences  and  other  structures,  depots,  station-houses,  engine- 
houses,  wood-houses  and  other  buildings,  and  all  machine  shops  and 
other  shops,  held  or  acquired,  or  hereafter  to  be  acquired,  by  said 
party  of  the  second  part,  it  successors  or  assigns,  for  use  in  connec- 
tion with  the  said  railway,  or  any  part  thereof,  or  with  the  business 
of  the  same;  and  including  also  all  locomotives,  tenders,  cars,  and 
all  other  rolling  stock,  or  equipments,  and  all  machinery,  tools,  im- 
plements, fuel,  and  material  for  constructing,  operating,  repairing  or 
replacing  the  said  railways,  or  any  part  thereof,  or  any  of  the  equip- 
ments, or  appurtenances,  of  the  said  railway,  or  any  part  thereof; 
and  including  also  all  revenue,  freights,  tolls,  sums  of  money,  and 
income  arising,  or  to  arise  from  the  said  railway,  on  the  premises 
hereinbefore  expressed  to  be  conveyed,  or  any  part  of  them,  and 
also  all  corporate  or  other  franchises,  rights  and  privileges  connected 
with  or  related  to  the  said  railway,  or  to  the  construction,  mainte- 
nance, or  use  of  the  same,  together  with  all  and  singular  the  tene- 
ments, hereditaments,  rights,  liberties,  privileges,  easements  and  ap- 
purtenances to  the  said  Railway  Company,  lands,  or  premises,  here- 
inbefore expressed  to  be  conveyed,  or  any  of  them  belonging,  or  in 
any  way  appertaining,  or  in  any  way  held  or  enjoyed  therewith,  or 
which  may  hereafter  be  held  or  enjoyed  therewith,  and  the  reversion 
or  reversions,  remainder  or  remainders,  tolls,  incomes,  revenues,  is- 


144 

sues  and  profits  thereof,  subject,  however,  to  the  said  mortgages 
above  mentioned,  and  to  the  lien  thereof,  and  to  the  end  that  said  prop- 
erty hereby  conveyed  may  be  subject  to  the  lien  of  said  mortgages, 
and  the  same  as  if  it  had  been  owned  by  said  party  ot  the  third  part 
at  the  time  said  mortgages  were  executed,  and  had  been  specially  de- 
scribed therein;  to  have  and  to  hold  all  and  singular  the  above  men- 
tioned and  described  premises,  subject,  as  aforesaid,  unto  the  said 
party  of  the  third  part,  its  successors  and  assigns;  and  the  said  party 
of  the  third  part  convenants  and  agrees  to,  and  with  said  party  of 
the  first  part,  as  Mortgagee  in  said  two  mortgages  of  the  party  of  the 
third  part,  hereinbefore  described  as  the  Consolidated  and  Income 
Mortgages,  that  it  will  hold  the  property,  rights  and  franchises  here- 
by conveyed  subject  to  the  said  two  mortgages  above  mentioned, 
and  to  the  lien  thereof,  and  to  the  end  that  said  property  hereby 
conveyed  may  be  subject  to  the  lien  of  said  mortgages,  the  same  as 
if  said  property  had  been  owned  by  said  party  of  the  third  part  at 
the  time  said  mortgages  were  executed,  and  had  been  specially  de- 
scribed therein.  It  is  further  stipulated  and  agreed  between  the  par- 
ties hereto  that  the  bonds  of  the  Denison  and  Pacific  Railway  Com- 
pany, and  the  bonds  of  the  Denison  and  South  Eastern  Railway 
Company,  which  were  issued  before  consolidation  and  secured  by  a 
mortgage  of  date  February  ist,  1878,  and  also  the  capital  stock  of 
said  two  corporations  shall  be  held  by  the  Union  Trust  Company  of 
New  York,  in  trust  as  further  and  additional  security  for  the  bonds 
of  the  party  of  the  third  part,  secured  by  said  mortgage  of  February 
first,  one  thousand  eight  hundred  and  seventy-one,  and  additional 
mortgages  hereinbefore  mentioned,  and  the  said  Income  Bonds,  se- 
cured by  said  Income  Mortgage;  and  also  for  the  security  of  the 
party  of  the  third  part  in  respect  to  the  title  of  said  premises  hereby 
conveyed,  it  is  agreed  that  whenever  the  Legislature  of  the  State  of 
Texas-  shall  have  legally  ratified  and  made  valid  the  consolidation  of 
said  Denison  and  Pacific  Railway  Company,  and  the  Denison  and 
South  Eastern  Railway  Company,  and  also  this  conveyance,  the  said 
bonds  and  stock  so  held  in  trust  by  the  party  of  the  first  part  shall 
be  cancelled  and  destroyed,  provided  the  party  of  the  third  part  shall 
so  request.  It  is  further  understood  and  agreed  that  the  lien  of  the 
said  first  and  second  mortgages  of  the  said  party  of  the  third  part 
shall  not,  by  virtue  of  anything  in  this  conveyance  contained,  extend 
to  road  of  the  party  of  the  second  part,  other  than  the  fifty-two  and 
forty-two  miles  of  railway  hereinbefore  described. 

In  witness  whereof,  the  said  parties  of  the   first,  second  and 


H5 

third  parts  have  caused  these  presents  to  be  signed  by  their  respect- 
ive Presidents,  and  their  respective  corporate  seals  to  be  hereto  af- 
fixed, the  day  and  year  first  above  mentioned. 

UNION  TRUST  COMPANY  OF  NEW  YORK, 
[l.  s.]  By  Edwd.  King,  President. 

MISSOURI,  KANSAS  AND  TEXAS  EXTENSION 
RAILWAY  COMPANY. 
[l.  s.]  By  N.  L.  McCready,  President. 

MISSOURI,  KANSAS   AND   TEXAS    RAILWAY 
COMPANY, 

[l.  s.]  By  Jay  Gould,  President. 


State  of  New  York,         ") 
City  and  County  of  New  York,  j 

Be  it  remembered,  that  on  this  26th  day  of  November,  A.  D.  1881, 
before  me,  Charles  Nettleton,  a  Commissioner  of  the  State  of  Texas, 
in  and  for  the  State  of  New  York,  residing  in  the  said  City  of  New 
York,  personally  appeared  N.  L.  McCready,  President  of  the  Mis- 
souri, Kansas  and  Texas  Extension  Railway  Company,  to  me  person- 
ally known  to  be  such,  who,  being  by  me  duly  sworn,  did  depose 
and  say  that  he  resided  in  New  York  City,  New  York;  that  he  was 
the  President  of  the  said  Company;  that  he  knows  the  corporate  seal 
of  said  Company;  that  the  seal  affixed  to  the  foregoing  instrument  is 
such  corporate  seal;  that  it  was  so  affixed  thereto  by  order  of  the 
Board  of  Directors  of  said  Company,  and  that  he  signed  his  name 
thereto,  by  the  like  order,  as  the  President  of  said  Company,  said  in- 
strument bearing  date  November  26th,  1881.  And  the  said  N.  L.  Mc- 
Cready, as  such  President  above  mentioned,  further  acknowledged  to 
me  that  he  had  executed  the  said  instrument,  to  be  his  free  and  vol- 
untary act  and  deed,  and  to  be  the  free  and  voluntary  act  and  deed 
of  said  Company,  for  the  uses  and  purposes  therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  26th  day  of  November,  A.  D.  1881. 

Charles  Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 


146 

State  of  New  York,         ") 
City  and  County  of  New  York,  j 

Be  it  remembered,  that  on  this  26th  day  of  November,  A.  D.  188 1, 
before  me,  Charles  Nettleton,  a  Commissioner  of  the  State  of  Texas, 
in  and  for  the  State  of  New  York,  residing  in  said  City  of  New  York, 
personally  appeared  Jay  Gould,  President  of  the  Missouri,  Kansas 
and  Texas  Railway  Company,  to  me  personally  known  to  be  such, 
who,  being  by  me  duly  sworn,  did  depose  and  say  that  he  resided  in 
New  York  City,  New  York;  that  he  was  the  President  of  the  said 
Company;  that  he  knows  the  corporate  seal  of  said  Company;  that 
the  seal  affixed  to  the  foregoing  instrument  is  such  corporate  seal; 
that  it  was  so  affixed  thereto  by  order  of  the  Board  of  Directors  of 
said  Company,  and  that  he  signed  his  name  thereto,  by  the  like  order, 
as  the  President  of  said  Company,  said  instrument  bearing  date  No- 
vember 26th,  1881.  And  the  said  Jay  Gould,  as  such  President  above 
mentioned,  further  acknowledged  to  me  that  he  had  executed  the  said 
instrument,  to  be  his  free  and  voluntary  act  and  deed,  and  to  be  the 
free  and  voluntary  act  and  deed  of  said  Company,  for  the  uses  and 
purposes  therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  26th  day  of  November,  A.  D.  1881. 

Charles  Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 


State  of  New  York, 
City  and  County  of  New  York,  }  ss* 

Be  it  remembered,  that  on  this  26  day  of  November,  A.  D.  1881, 
before  me,  Charles  Edgar  Mills,  a  Commissioner  of  the  State  of 
Texas,  in  and  for  the  State  of  New  York,  residing  in  said  City  of 
New  York,  personally-appeared  Edward  King,  the  President  of  the 
Union  Trust  Company  of  New  York,  to  me  personally  known  to  be 
such,  who,  being  by  me  duly  sworn,  did  depose  and  say  that  he  re- 
sided in  New  York  City,  New  York;  that  he  was  the  President  of  the 
said  Company;  that  he  knows  the  corporate  seal  of  said  Company; 
that  the  seal  affixed  to  the  foregoing  instrument  is  such  corporate 
seal;  that  it  was  so  affixed  thereto  by  order  of  the  Board  of  Directors 
of  said  Company,  and  that  he  signed  his  name  thereto,  by  the  like 
order,  as  the  President  of  said  Company,  said  instrument  bearing 
date  November  26th,  1881.     And  the  said    Edward  King,   as  such 


147 

President  above  mentioned,  further  acknowledged  to  me  that  he  had 
executed  the  said  instrument,  to  be  his  free  and  voluntary  act  and 
deed,  and  to  be  the  free  and  voluntary  act  and  deed  of  said  Com- 
pany, for  the  uses  and  purposes  therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  26th  day  of  November,  A.  D.  1881. 

Charles  Edgar  Mills, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway  New  York  City. 


Filed  for  record  December  12th,  188 1,  at  9  o'clock  a.  m. 
Recorded  December  15  th,  1881. 

G.  A.  Dickerman,  Clerk. 


State  of  Texas* 
County  of  Grayson. 

I,  J.  P.  Austin,  Clerk  of  the  County  Court  in  and  for  said  State  and 
county,  do  hereby  certify  that  the  within  and  foregoing  is  a  true  and 
correct  copy  of  a  deed  from  the  Union  Trust  Company  of  New 
York,  and  Missouri,  Kansas  and  Texas  Extension  Railway  Company, 
to  the  Missouri,  Kansas  and  Texas  Railway  Company,  together  with 
the  certificate  and  authentication  and  the  date  of  records,  as  appears 
of  record  in  my  office,  in  Vol.  51,  pages  159  to  168,  inclusive,  of  the 
Deed  Records  of  Grayson  county,  Texas. 

Given  under  my  hand  and  official  seal,  at  office  in  the  city  of  Sher- 
man, Texas,  this  the  27th  day  of  September,  A.  D.  1889. 

[l.  s.]  J.  P.  Austin, 

Clerk  of  the  County  Court  in  and  for  Grayson  county,  Texas. 


THE   INTERNATIONAL 


AND 


Great  Northern  Railroad  Company. 


<»  ^ »»  » 


The  Houston  and  Great  Northern  Railroad  Company 
was  chartered  by  an  act  of  the  Legislature  of  the  State 
of  Texas,  passed  October  2 2d,  1866,  (see  Special  Laws 
11th  Legislature,  page  176,)  authorizing  it  to  construct 
and  maintain  a  railroad  from  Houston  northward  to  Red 
River,  with  the  right  to  extend  from  Houston  to  Gal- 
veston, and  form  a  junction  with  any  other  road  between 
Houston  and  Clarksville,  or  at  either  of  its  termini. 

The  Houston  Tap  and  Brazoria  Railway  Company 
was  incorporated  by  an  act  of  the  Legislature  of  Texas, 
passed  September  1st,  1856.  (See  Special  Laws  6th  Leg- 
islature, adjourned  session,  page  262).  It  was  author- 
ized to  construct  and  maintain  a  railway  from  the  City 
of  Houston  to  such  point  on  the  Brazos  river,  in  Brazoria 
county,  and  on  the  Colorado  river,  as  may  be  found  most 
suitable.  The  original  act  of  incorporation  was  subse- 
quently amended,  by  act  approved  January  23,  1858, 
(see  Special  Laws  7th  Legislature,  page  69,)  and  act 
approved  December  17th,  1859.  (See  Special  Laws  8th 
Legislature,  page  6.) 

The    Houston  Tap  and    Brazoria  Railway   Company 


15° 

being  indebted  to  the  State  of  Texas  for  money  bor- 
rowed from  the  common  school  fund,  the  Legislature  of 
Texas,  on  the  15th  of  August,  1870,  passed  an  act 
directing  a  sale  of  the  railway  of  the  Company.  (See 
General  Laws  12th  Legislature,  called  session,  page  233.) 
In  accordance  with  the  terms  of  said  act,  the  Governor 
sold  the  road,  and  the  State  became  the  purchaser. 
Thereafter,  on  the  18th  of  May,  1871,  the  Legislature 
passed  a  joint  resolution,  authorizing  the  Governor  to 
make  sale  of  the  railroa^  (See  General  Laws  12th 
Legislature,  first  session,  page  158.)  On  the  21st  of  July, 
187 1,  the  Governor  sold  the  property  to  Masterson  & 
Wagley,  but  before  the  transaction  was  consummated, 
by  agreement  of  the  parties,  Moses  Taylor  was  substi- 
tuted to  the  rights  of  the  purchasers.  E.  J.  Davis,  as 
Governor  of  the  State  of  Texas,  executed  a  deed  to 
Moses  Taylor,  dated  11th  September,  1871,  which  will 
be  found  recorded  in  Harris  County  Records  of  Deeds, 
Book  10,  pages  13  and  14.  A  judgment  was  recovered 
against  the  Houston  Tap  and  Brazoria  Railway  Compa- 
ny, and  the  corporate  property  and  franchises  were  sold, 
and  bought  by  W.  J.  Hutchins,  to  whom  the  Sheriff  of 
Harris  county,  Texas,  by  deed  dated  2d  of  February, 
1869,  made  conveyance.  (See  Harris  County  Records, 
Vol.  7,  page  147.) 

On  the  3d  of  January,  1873,  W.  J.  Hutchins  conveyed 
to  Moses  Taylor  the  corporate  property  and  franchises 
of  the  Houston  Tap  and  Brazoria  Railway  Company. 
Afterwards,  the  road-bed,  track,  franchises  and  chartered 
powers  and  privileges  of  said  Railway  Company  were 
again  sold,  by  the  Sheriff  of  Harris  county,  under  an  ex- 
ecution issued  against  said  Company,  and  the  property 
was  conveyed,  by  said  Sheriff,  to  Moses  Taylor,  by  deed 
dated  14th  of  January,  1873,  which  will  be  found  record- 


i5i 

ed  in  Records  of  Harris  County,  Volume  n,  pages  663 
and  664. 

On  the  4th  of  April,  1873,  Moses  Taylor  conveyed  to 
the  Houston  and  Great  Northern  Railroad  Company  the 
property  purchased  by  him  from  the  State  and  at  said 
Sheriffs  sales,  which  deed  of  conveyance  was  recorded 
in  Harris  County  Records  of  Deeds,  in  Volume  12,  pages 
52,  53  and  54. 

On  April  4th,  1871,  the  Legislature  of  Texas  incor- 
porated the  Huntsville  Branch  Railway  Company.  (See 
Special  Laws  12th  Legislature,  page  78.)  By  the  terms 
of  this  act  the  Company  was  authorized  to  construct  and 
maintain  a  railroad  from  a  point  on  the  Houston  and 
Great  Northern  Railroad  to  Huntsville,  in  Walker  coun- 
ty, Texas. 

On  the  13th  of  November,  1866,  the  Legislature  of 
Texas  incorporated  the  Victoria  and  Columbia  Railroad 
Company.  (See  Special  Laws  1  ith  Legislature,  page 
437.)  Afterwards,  on  August  13th,  1870,  a  supplement 
to  the  original  act  of  incorporation  was  passed  by  the 
Legislature  of  Texas.  (See  Special  Laws  12th  Legisla- 
ture, called  session,  page  175.)  The  Houston  and  Great 
Northern  Railroad  Company  acquired  this  franchise. 

On  the  8th  of  May,  1873,  the  Legislature  of  Texas 
passed  an  act  to  consolidate  the  Houston  Tap  and  Bra- 
zoria Railway,  the  Huntsville  Branch  Railway,  and  the 
Victoria  and  Columbia  Railroad  with  the  Houston  and 
Great  Northern  Railroad.  (See  Special  Laws  13th  Leg- 
islature, page  399.)  By  the  terms  of  this  act,  all  rights, 
privileges  and  franchises  granted,  or  secured,  in  the 
charter  of  either  or  all  of  the  aforesaid  corporations, 
inured  to  the    Houston    and  Great   Northern  Railroad 


»52 

Company,  and  were  declared  to  be,  to  all  intents  and 
purposes,  in  law,  a  part  of  the  latter,  and  under  its  con- 
trol and  management,  in  like  manner  with  every  other 
part  of  said  road.  This  act  of  the  Legislature  was  ac- 
cepted by  the  Houston  and  Great  Northern  Railroad 
Company,  by  resolution  adopted  by  its  Board  of  Direct- 
ors, dated  July  15,  1873,  and  at  stockholders'  meeting, 
held  December  1st,  1873. 

The  International  Railroad  Company  was  chartered 
by  an  act  of  the  Legislature  of  Texas,  entitled  "An  Act 
to  Incorporate  the  International  Railroad  Company  and 
to  provide  for  the  aid  of  the  State  of  Texas  in  construct- 
ing the  same,"  August  5th,  1870.  (See  Special  Laws 
1 2th  Legislature,  called  session,  page  104.) 

By  the  terms  of  this  act,  said  Company  was  author- 
ized to  construct  and  maintain  a  line  of  railway  from  such 
point  on  Red  River,  as  nearly  opposite  the  town  of  Ful- 
ton, in  the  State  of  Arkansas,  as  may  be  found  expedi- 
ent in  forming  a  junction  with  the  railway  then  known 
as  the  Cairo  and  Fulton  Railway,  by  the  most  practica- 
ble and  expedient  route  across  the  State  of  Texas,  by 
way  of  the  cities  of  Austin  and  San  Antonio,  to  the  Rio 
Grande  river,  at  such  point  at  or  near  Laredo  as  may  be 
selected  by  said  Company,  as  affording  the  best  facilities 
for  a  continuation  of  said  railroad  to  the  City  of  Mexico, 
and  to  the  Pacific  ocean  at  or  near  San  Bias  or  Mazatlan ; 
and  with  power  to  construct  a  branch  road  from  the  city 
of  Jefferson. 

On  the  24th  of  September,  1873,  at  a  meeting  of  the 
stockholders  of  the  International  Railroad  Company,  the 
following  resolution  was  adopted:  "Resolved,  That  the 
"  International  Railroad  and  its  property,  rights,  powers 
"  and  franchises  be  united,  consolidated  and  merged  with 


153 

"the  railroad,  property,  rights,  powers  and  franchises  of 
"the  Houston  and  Great  Northern  Railroad  Company; 
"  also,  that  the  capital  stock  of  this  Company  be  consol- 
"  idated  with  the  capital  stock  of  the  Houston  and  Great 
"  Northern  Railroad  Company,  and  that  the  railroad  of 
"  this  Company,  and  its  capital  stock,  when  so  consoli- 
"  dated  and  united  by  the  mutual  agreement  between 
"  the  railroad  companies  above  named,  be  placed  under 
"  the  direction  of  any  new  Board  of  Directors  to  be 
"  chosen  as  the  directors  of  the  consolidated  company, 
"  so  that  the  franchises,  powers  and  privileges  of  both 
"  companies  be  represented,  controlled  and  managed  un- 
"  der  one  name,  and  the  joint  property  be  held,  and  all 
"the  rights  of  both  corporations  be  owned,  exercised 
"  and  used  by  the  new  consolidated  company;  the  agree- 
"  ment  of  consolidation  to  be  in  the  following  terms:" 
[Here  copy  agreement  for  consolidation.] 

At  a  meeting  of  the  stockholders  of  the  Houston  and 
Great  Northern  Railroad  Company,  held  on  September 
27th,  1873,  a  resolution  was  adopted  authorizing  the 
consolidation  of  that  Company,  its  property,  rights,  etc., 
with  the  International  Railroad,  similar  in  terms  to  the 
resolution  passed  at  the  meeting  of  the  stockholders,  of 
that  Company,  held  on  September  24th,  1873,  before 
quoted. 

The  two  companies  were  consolidated  under  the  name 
of  the  International  and  Great  Northern  Railroad  Com- 
pany. 

On  April  24th,  1  874,  this  consolidation  was  recogniz- 
ed by  the  State,  by  the  passage  of  an  act,  by  the  Legis- 
lature, entitled  "An  Act  to  authorize  the  International 
and  Great  Northern  Railroad  Company  to  issue  bonds." 
(See  Special  Laws,  14th  Legislature,  first  session,  page 
44.) 


154 

This  act  granted  the  International  and  Great  North- 
ern Railroad  Company  power  to  borrow  money  on  its 
bonds,  and  to  secure  the  same  by  a  mortgage  on  its 
read,  or  other  property,  or  both,  and  making  said  con- 
solidated Company  liable  for  all  bonds  issued,  debts  and 
liabilities  incurred  by  either  the  International  Railroad 
Company,  or  the  Houston  and  Great  Northern  Railroad 
Company. 

Said  consolidation  was  also  recognized  by  the  State, 
by  the  passage,  by  the  Legislature,  of  the  act  of  March 
ioth,  1875,  hereinafter  referred  to. 

Section  IX.  of  the  act  of  August  5th,  1870,  donated 
and  granted  to  the  International  Railroad  Company  the 
bonds  of  the  State  of  Texas  to  the  extent  and  amount  of 
ten  thousand  dollars  per  mile  for  each  mile  of  railroad 
constructed  under  its  charter,  requiring  that  said  bonds 
should  be  signed  by  the  Governor  and  Treasurer  of  the 
State  of  Texas,  and  countersigned  and  registered  by  the 
Comptroller,  with  the  seal  of  the  State  of  Texas  affixed 
thereto. 

On  the  1 8th  of  November,  1873,  the  International 
Railroad  Company  brought  suit,  in  the  District  Court  of 
Travis  county,  against  A.  Bledsoe,  Comptroller  of  the 
State,  alleging  that,  under  the  terms  of  its  charter,  the 
International  Railroad  Company  was  organized  and  pro- 
ceeded with  the  construction  of  its  road,  and  on  the  25th 
of  November,  1871,  the  President  of  the  road  notified 
the  Governor  of  Texas,  in  writing,  that  fifty-two  miles 
thereof  had  been  completed,  and  thirty-three  other  miles 
graded  and  prepared  for  the  iron,  and  formally  offering 
fifty  miles  of  said  railroad  for  inspection ;  that  an  ap- 
pointment of  inspectors  was  made  December  2d,  1871, 
and  their  report  submitted  on  the  11th  and  13th  of  De- 
cember, 1 87 1,  showing  that  in  the  construction  of  fifty 


155 

miles  the  Company  had  fulfilled  the  requirements  of  the 
charter;  that  on  the  22d  of  April,  1872,  the  Governor 
transmitted  to  the  Treasurer  three  hundred  one  thous- 
and dollar  bonds,  as  provided  for  in  the  charter  of  the 
Company,  requesting  the  signature  of  that  official  to  each 
of  them;  and  that  he,  after  signing  them,  turned  them 
over  to  the  Comptroller  to  be  countersigned  and  regist- 
ered; that  on  the  14th  of  March,  previous,  two  hundred 
similar  bonds  had,  in  like  manner,  been  transmitted;  that 
these  bonds  were  returned  by  the  Comptroller  to  the 
Governor  without  being  countersigned  and  registered, 
and  his  reasons  for  non-action  stated;  the  Company 
prayed  for  a  decree  directing  that  a  peremptory  man- 
damus be  issued  to  A.  Bledsoe,  commanding  him,  as 
Comptroller  of  the  State,  to  countersign  and  register, 
and  return  to  the  Governor  the  bonds  transmitted  to 
him,  by  the  Governor,  through  the  Treasurer. 

On  the  trial  of  the  case,  in  the  District  Court,  judg- 
ment was  rendered  for  plaintiff,  commanding  the  Comp- 
troller to  countersign  and  register  the  five  hundred 
bonds  specified.  An  appeal  was  taken  to  the  Supreme 
Court  by  the  defendant.  The  Supreme  Court,  at  its 
Austin  term,  1874,  reversed  and  dismissed  the  case, 
holding  that  the  District  Court  had  neither  the  power 
nor  authority,  under  the  Constitution,  to  compel  an  ex- 
ecutive officer  of  the  Government  to  perform  an  official 
duty  which  required  the  exercise  of  judgment  or  discre- 
tion. The  case  was  decided  by  a  divided  Court.  (See 
40  Tex.,  page  537,  etseq.) 

In  March,  1875,  tne  !4tn  Legislature  passed  an  act 
entitled  "An  Act  to  limit  the  amount  to  be  issued  in 
bonds  of  the  State  to  the  International  Railroad  Com- 
pany, and  to  adjust  all  matters  of  difference  between  the 
State  and  said  Company,"  which  limited  the  issuance  of 


156 

bonds,  under  the  act  of  August  5th,  1870,  to  370  miles 
of  that  portion  of  the  line  between  Jefferson  and  San 
Antonio;  and  further  provided  that  the  whole  amount 
of  bonds  to  be  issued  should  not  exceed  three  millions 
of  dollars.  This  act  was  vetoed  by  the  Governor,  by 
message  to  the  Senate,  of  date  March  6th,  1875. 

In  the  message  of  the  Governor,  he  recommended  and 
urged  the  passage  of  an  act  exempting  the  Company 
from  all  taxation  for  twenty-five  years;  that  twenty  sec- 
tions of  land  per  mile  on  the  entire  line  of  their  road  be 
granted  them,  and  relieving  them  from  the  burden  of 
locating  the  alternate  school  sections,  as  the  other  rail- 
road companies  were  required  by  law  to  do. 

On  the  10th  of  March,  1875,  the  Legislature  of  Texas, 
acting  on  the  recommendation  of  the  Governor,  passed 
an  act  entitled  "An  Act  for  the  relief  of  the  International 
Railroad  Company,  now  consolidated  with  the  Houston 
and  Great  Northern  Railroad  Company,  under  the  name 
of  the  International  and  Great  Northern  Railroad  Com- 
pany." (See  Special  Laws  14th  Legislature,  second 
session,  page  69.)  Under  this  act  the  State  granted 
the  International  and  Great  Northern  Railroad  Com- 
pany twenty  sections  of  land  per  mile,  in  compro- 
mise and  satisfaction  of  the  State's  promise,  in  the 
original  charter,  passed  August  5th,  1870,  to  donate  to 
said  International  Railroad  Company  ten  thousand  dol- 
lars per  mile  of  its  road  in  bonds  of  the  State.  It  also 
exempted  the  property  from  taxation  for  a  period  ot 
twenty-five  years,  as  provided  in  the  orignal  charter. 

In  the  Spring  of  1878  suits  were  filed  in  the  Circuit 
Court  of  the  United  States  for  the  Western  District  of 
Texas,  at  Austin,  against  the  International  and  Great 
Northern  Railroad  Company,  by  the  Trustees,  for  the 
holders  of  bonds  of  the  International  Railroad  Companyj 


157 

and  of  the  Houston  and  Great  Northern  Railroad  Com- 
pany, severally,  each  of  said  corporations  having-  issued 
its  bonds,  secured  by  mortgages  on  its  railroad  and 
franchises. 

Decrees  of  foreclosure  were  rendered  on  April  15th, 
1879,  and,  under  those  decrees,  both  of  said  roads,  and 
their  franchises  were  sold  in  July,  1879,  and  were  pur- 
chased by  John  S.  Kennedy  and  Samuel  Sloan,  as 
Asfents  and  Trustees  for  the  bondholders  of  said  two 
corporations,  the  purchasers  taking  such  estate  and  in- 
terest as  the  International  and  Great  Northern  Railroad 
Company  had  therein.  On  report  of  said  sale,  by  the 
the  Master,  to  the  United  States  Court,  at  Austin,  the 
sale  was  confirmed  in  August,  1879,  and  the  Master  was 
ordered  to  make  deeds  to  the  purchasers,  which  he  did 
on  October  14th,  1879,  and  which  deeds  are  of  record. 

Afterwards,  on  November  1,  1879,  Kennedy  and 
Sloan,  as  Trustees,  by  deed  duly  recorded,  sold  the  In- 
ternational and  Great  Northern  Railroad,  with  all  they 
acquired  as  purchasers,  to  the  International  and  Great 
Northern  Railroad  Company  for  $10,348,000.00,  secured 
by  purchase  money  mortgages  on  the  property  sold. 
The  first  mortgage  secures  5,374  bonds  of  said  Com- 
pany for  $1,000.00  each,  and  500  bonds  for  $500.00  each. 
The  second  mortgage  secures  the  payment  of  4,474 
bonds  for  $1,000.00  each,  and  500  bonds  for  $500.00 
each. 

The  compromise  act  of  March  10,  1875,  exempted  the 
International  proper  from  taxation  for  25  years.  After 
the  purchase  of  the  property  by  the  International  and 
Great  Northern  Railroad  Company  from  Kennedy  and 
Sloan,  Anderson  county,  through  which  said  road  runs, 
sought  to  levy  and  collect  taxes  upon  the  International 
Railroad,  contending  that  the  property  was  exempt  from 


158 

taxation  only  so  long  as  it  remained  the  property  of  the 
corporation,  and  the  corporation  having  been  divested 
of  the  property  at  the  Master's  sale,  the  exemption  from 
taxation  ceased,  and  therefore  the  corporation  reacquired 
the  property  subject  to  taxation.  The  Company  enjoined 
the  collection  of  that  tax,  which  the  Court  below  sus- 
tained in  part,  whereupon  the  Company  appealed,  and 
the  Supreme  Court  held  that  the  exemption  from  taxes 
still  exists  and  perpetuated  the  injunction,  so  that  the 
International  proper  has  been  adjudged  by  the  Supreme 
Court  of  Texas  to  be  exempt  from  taxation  for  any  pur- 
pose until  after  July  5,  1900.  The  case  is  reported  in  59 
Texas  Reports,  p.  654. 

In  May,  1880,  the  State,  on  relation  of  the  Attorney 
General,  instituted  suit  against  the  International  and 
Great  Northern  Railroad  Company,  seeking  a  forfeiture 
of  its  charter  for  alleged  failure  to  construct  the  Interna- 
tional portion  of  it  as  required  by  its  charter.  The 
Court  below  refused  the  forfeiture  of  its  charter,  but 
did  forfeit  the  Company's  right  to  the  lands  under  the 
compromise  act  from  Austin  to  Laredo.  On  appeal  by 
the  State  this  judgment  was  affirmed  in  1882.  See  re- 
port of  the  case  in  57  Texas,  534. 

It  will  be  remembered  that  the  lands  granted  the  In- 
ternational and  Great  Northern  Railroad  Company,  un- 
der the  general  law  of  the  State,  and  those  donated  for 
the  construction  of  the  International,  under  the  compro- 
mise act  of  March  10,  1875,  were  never  included  in  any 
of  said  mortgages  made  by  said  corporations.  After  the 
suits  for  foreclosure  were  filed,  those  corporations  trans- 
ferred all  the  lands  so  acquired  from  the  State  in  satis- 
faction of  their  second  mortgage  bonds.  The  lands  do- 
nated to  the  International  were  also  exempt  from  taxa- 
tion, and  the  Supreme  Court  has  held  that  the  exemp- 


159 

tion  is  good  as  to  the  vendees  of  those  lands.  See  58 
Texas,  p.  616.  The  exemption  will  expire  on  July  5, 
1900. 

In  1882,  the  International  and  Great  Northern  Rail- 
road Company  purchased  the  capital  stock  of  the 
Georgetown  Railroad  Company,  extending  from  Round 
Rock  to  Georgetown,  in  Williamson  county,  a  distance 
of  about  ten  miles. 

In  September,  1880,  the  International  and  Great 
Northern  Railroad  Company  purchased  a  majority  of  the 
capital  stock  of  the  Henderson  and  Overton  Branch 
Railway,  extending  from  Overton  to  Henderson,  Rusk 
county,  Texas. 

Since  said  purchases  the  International  and  Great 
Northern  Railroad  has  operated  both  the  Georgetown 
Railroad  and  the  Henderson  and  Overton  Branch  Rail- 
way as  branches. 

The  Austin  and  Oatmanville  Railway  Company  was 
incorporated  under  the  general  laws  of  the  State  of 
Texas,  by  articles  of  incorporation  bearing  date  25th 
day  of  October,  1883,  which  were  filed  in  the  Depart- 
ment of  State  November  5th,  1883. 

By  said  acticles  of  Incorporation  it  was  empowered  to 
construct  and  maintain  a  railroad,  to  commence  at 
Kouns  Station,  on  the  International  and  Great  North- 
ern Railroad,  about  five  miles  south  of  Austin,  in  Travis 
county,  Texas,  and  to  run  to  the  village  of  Oatmanville, 
in  said  county  of  Travis,  a  distance  of  about  six  miles. 

The  International  and  Great  Northern  Railroad  Com- 
pany purchased  all  of  the  stock  of  said  Railway  Com- 
pany in  1887.  At  the  same  time  Abner  Taylor  convey- 
ed to  said  Railway  Company  the  right  of  way  owned  by 
him,  upon  which  said  road  was  constructed,  and  also  an 
undivided   one-half  interest  in  the   right  of  operating  a 


i6o 

quarry  on  thirty  acres  of  land  in  the  vicinity  of  said  vil- 
lage of  Oatmanville. 

In  November,  1882,  at  a  meeting-  of  the  stockholders 
of  the  Internatinal  and  Great  Northern  Railroad  Com- 
pany a  resolution  was  passed  authorizing  the  Board  of 
Directors,  or  the  Executive  Committee,  of  the  Company, 
to  enter  into  such  running  and  traffic  arrangements  with 
the  Galveston,  Houston  and  Henderson  Railroad  Com- 
pany of  1882,  or  to  acquire  the  control  of  the  properties 
of  said  Company,  by  the  purchase  of  its  stock,  or  by  the 
lease,  for  a  term  of  years,  of  the  properties  of  the  said 
Company,  or  both,  as  they  may  decide  to  be  for  the  best 
interest  of  the  Company,  and  in  consideration  thereof, 
the  said  Board,  or  said  Executive  Committee,  were  au- 
thorized and  empowered  to  guarantee  the  punctual  pay- 
ment of  the  principal  and  interest,  as  therein  stipulated, 
on  an  issue  of  two  millions  of  dollars  of  said  Galveston, 
Houston  and  Henderson  Railroad  Company's  First 
Mortgage  5  per  cent.  Bonds,  according  to  their  tenor 
and  effect. 

On  the  1st  of  June,  1881,  the  International  and  Great 
Northern  Railroad  Company,  by  indenture  bearing  that 
date,  leased  to  the  Missouri,  Kansas  and  Texas  Railway 
Company,  all  of  its  lines  of  railroad  and  branches,  equip- 
ment and  rolling  stock,  then  completed,  or  that  might 
be  thereafter  acquired,  including  all  of  their  property, 
both  real  and  personal,  necessary  to  the  use  and  opera- 
tion of  said  demised  railroad. 

On  the  2d  of  May,  1888,  by  agreement  bearing  that 
date,  the  said  lease  of  date  1st  June,  1881,  was  abrogat- 
ed, cancelled  and  annulled. 

On  the  sale  of  the  railroad,  franchises  and  property, 
by  Jno.  S.  Kennedy  and  Samuel  Sloan,  the  Interna- 
tional and  Great  Northern  Railroad  Company  executed 


i6i 

to  John  S.  Kennedy  and  Samuel  Sloan,  Trustees,  its  first 
mortgage  of  date  November  ist,  1879,  upon  its  railroad, 
franchises  and  properties,  to  secure  a  series  of  bonds  as 
follows:     5,374,  for  $1,000  each,  and  500,  for  $500  each. 

On  the  same  day  it  also  executed  a  second  mortgage 
to  Samuel  Sloan,  Wm.  Walter  Phelps  and  John  S. 
Baines,  Trustees,  on  its  railway,  franchises  and  corpor- 
ative property,  to  secure  a  series  of  bonds  as  follows: 
4,474,  for  $1,000  each,  and  500,  for  $500  each. 

On  the  15th  of  June,  1881,  the  International  and 
Great  Northern  Railroad  Company  executed  its  six  per 
cent.  Gold  Mortgage  to  Farmers'  Loan  and  Trust  Com- 
pany, Trustee,  in  exchange  for  bonds  secured  by  the 
second  mortgage,  of  date  November  ist,  1879.  The  se- 
ries of  bonds  secured  by  this  last  mortgage  were:  5,234, 
for  $1,000  each,  and  500,  for  $500  each. 

CONSTRUCTION  OF  INTERNATIONAL  AND   GREAT  NORTHERN 

RAILROAD. 

Houston  and  Great  Northern  Railroad  was  completed 
from  Houston  to  Palestine  in  December,  1872,  and  to 
Mineola,  August,  1873. 

International  Railroad  was  completed  from  Longview 
to  Rockdale — about  200  miles — in  February,  1874,  and 
from  Rockdale  to  Austin — a  distance  of  60  miles — De- 
cember 25th,  1876;  from  Austin  to  San  Antonio — adis- 
tance  of  803-10  miles — February  21st,  1881,  and  from 
San  Antonio  to  Laredo — a  distance  of  152  miles — Jan- 
uary ist,  1882. 


AN     ACT 


TO  INCORPORATE  THE  HOUSTON  AND  GREAT 
NORTHERN  RAILROAD  COMPANY. 


Section  i.  Be  it  Enacted  by  the  Legislature  of  the  State  of  Texas, 
That  T.  M.  Bagby,  M.  S.  Ector,  J.  M.  Maxcy,  M.  H.  Bonner,  G.  G. 
Gregg,  Israel  Worsham,  C.  G.  Young,  E.  Currie,  H.  D.  Taylor,  W.  J. 
Hutchins,  J.  C.  Smith,  Thomas  Gibbs,  M.  McMorris,  E.  B.  Nichols, 
W.  H.  Pitts,  Green  Cheatham,  Henry  W.  Jones,  R.  S.  Simington, 
R.  B.  Long,  George  Yarbrough  and  James  Mitchell,  be,  and  they  are 
hereby  appointed  Commissioners  to  open  books  and  receive  subscrip- 
tions to  the  capital  stock  of  a  corporation  to  be  styled  the  Houston 
and  Great  Northern  Railroad  Company.  A  majority  of  said  Com- 
missioners shall  constitute  a  quorum  to  do  business,  and  shall  meet 
in  the  City  of  Houston  on  the  first  Monday  in  December,  A.  D.  1866, 
or  as  soon  thereafter  as  a  majority  thereof  may  agree  upon;  and  they 
may  appoint  one  or  more  of  their  own  body,  and  such  other  agents 
as  they  may  select,  to  open  books  at  such  places  as  they  may  direct, 
to  receive  subscriptions  for  the  stock  of  said  Company;  and  the  said 
Commissioners  shall  hold  meetings  from  time  to  time,  as  their  busi- 
ness may  require,  until  Directors  shall  be  selected,  as  hereinafter 
provided  for.  In  receiving  subscriptions  for  said  capital  stock,  they 
shall  require  five  per  centum  thereof  to  be  paid  at  the  time  of  sub- 
scribing, whether  to  one  of  their  own  number  or  an  agent  appointed 
by  them;  and  any  subscription  to  said  stock  upon  which  the  amount 
of  five  per  centum  is  not  paid,  shall  be  void,  and  the  party  receiving 
the  same,  on  the  part  of  the  Company,  shall  be  responsible  to  it  for 
said  five  per  cent,  upon  said  stock;  provided,  that  certificates  of  said 
stock  shall  not  be  assignable  until  after  the  organization  of  said 
Company. 

Sec.  2.  That  the  subscribers  to  said  capital  stock,  whenever  they 


163 

shall  have  selected  directors,  are  hereby  created  and  established  a 
body  corporate  and  politic,  under  the  name  and  style  of  the  Houston 
and  Great  Northern  Railroad  Company,  with  capacity  in  said  cor- 
porate name  to  sue  and  be  sued,  to  plead  and  be  impleaded,  to  have 
succession  and  a  common  seal,  to  make  contracts,  to  grant  and 
receive,  to  make  by-laws  for  its  government,  and  generally  to  do 
and  perform  all  things  necessary  or  proper  to  the  maintenance  of  its 
rights  under  this  act,  and  not  inconsistent  with  the  Constitution  of 
this  State  and  of  the  United  States. 

Sec.  3.  The  capital  stock  of  said  Company  shall  not  exceed  six 
millions  of  dollars,  to  be  divided  into  shares  of  one  hundred  dollars 
each;  each  share  to  entitle  the  owner  thereof  to  one  vote  in  all  elec- 
tions and  meetings,  when  the  stockholders  are  called  upon  to  vote, 
and  a  majority  of  the  votes  shall  govern  in  all  cases  not  otherwise 
provided  by  law;  the  said  shares  of  stock  shall  be  deemed  personal 
estate,  transferable  only  on  the  books  of  the  Company. 

Sec.  4.  The  direction  and  control  of  the  affairs  of  said  corpora- 
tion shall  be  vested  in  a  board  of  not  less  than  five,  nor  more  than 
nine  Directors,  as  the  by-laws  may  provide;  they  shall  be  chosen  by 
the  stockholders  at  their  annual  meetings,  the  first  of  which  shall  be 
holden  at  such  times  as  the  corporators  herein-mentioned  shall  desig- 
nate; the  said  directors  shall  select  one  of  their  own  body  to  be 
President  of  said  Company;  shall  fill  vacancies  in  their  board,  appoint 
a  Secretary,  Treasurer,  and  such  other  officers  and  agents  as  they 
deem  proper,  and  require  bond  for  the  prompt  and  honest  discharge 
of  their  duties,  make  all  proper  rules  for  the  holding  of  their  meetings, 
and  all  other  rules  not  inconsistent  with  the  general  laws,  which  they 
may  deem  necessary  to  protect  the  interest  of  the  Company;  they 
shall  cause  to  be  kept  accurate  books  of  accounts,  exhibiting  the 
receipts  and  expenditures  of  the  Company.  A  majority  of  the  Di- 
rectors shall  constitute  a  quorum  to  do  business,  and  shall  have  the 
power  of  a  full  board;  and  all  conveyances  and  contracts  in  writing 
signed  by  the  President,  and  countersigned  by  the  Secretary,  or  any 
other  officer  duly  authorized  by  the  Board  of  Directors,  under  the  seal 
of  the  Company,  when  the  same  is  in  execution  of  an  order  of  the 
board,  shall  be  binding  and  valid. 

Sec.  5.  That  so  soon  as  one  hundred  thousand  dollars  of  the 
capital  stock  of  said  Company  is  subscribed,  and  five  per  cent, 
thereof  paid  to  the  Commissioners,  they  shall  cause  the  first  election 
to  be  held  for  Directors,  first  giving  notice  of  the  time  and  place  of 


1 64 

such  election,  by  publication  in  some  newspaper  printed  in  the  City 
of  Houston,  and  in  another  paper  published  in  the  City  of  Marshall, 
and  in  another  published  in  the  City  of  Tyler;  and  when  said  Direc- 
tors, so  elected,  shall  have  organized,  the  said  Commissioners  shall 
pay  over  to  the  Treasurer  of  the  Company  all  the  moneys  they  have 
received  upon  subscriptions  to  the  stock  of  the  Company,  and  de- 
liver to  said  Directors  all  the  books  and  papers  belonging  to  the 
Company. 

Sec.  6.  That  said  Company,  when  it  shall  be  organized  under  the 
provisions  of  this  Act,  shall  be,  and  is  hereby  invested  with  the  right 
of  locating,  constructing,  owning,  operating  and  maintaining  a  rail- 
road, commencing  at  the  City  of  Houston,  and  running  northward 
to  Red  River,  connecting  with  the  Memphis  and  El  Paso  Railroad, 
as  near  Clarksville  as  practicable,  and  passing  as  near  to  the  towns  of 
Montgomery,  Huntsville,  Crockett,  Rusk,  and  Tyler  as  cheapness  of 
construction,  practicability,  and  the  general  advantages  of  the  coun- 
try will  permit. 

Sec.  7.  That  said  Company,  after  its  organization,  in  pursuance 
of  this  act,  under  the  Board  of  Directors,  shall  have  power  to  re- 
ceive further  subscriptions  to  the  capital  stock  of  said  Company  un- 
til the  whole  amount  shall  have  been  subscribed;  but  five  per  cent,  of 
its  subscriptions  shall  be  paid  at  the  time  of  subscribing,  and  the 
Directors  shall  be  personally  liable  to  said  Company  for  five  per 
cent,  of  all  such  subscriptions  as  they  may  receive  without  such  pay- 
ment; provided,  however,  that  said  Company  may,  by  a  vote  of  a 
majority  of  the  votes  of  the  stockholders,  issue  certificates  of  stock, 
to  be  issued  in  payment  of  any  debt  contracted  for  the  construction 
or  equipment  of  said  road.  Any  agreement,  in  writing,  to  subscribe 
for  stock  may  be  enforced,  according  to  its  terms;  and  if  any  sub- 
scriber shall  fail  to  pay  any  amount  due  upon  shares  subscribed  for 
by  him,  according  to  the  terms  of  his  subscription,  the  Directors 
may  sell,  at  auction,  after  giving  thirty  days  notice,  as  required  at 
Sheriff's  sales;  the  sale  to  take  place  in  the  county  where  the  Com- 
pany has  its  principal  office,  and  transfer  the  shares  of  such  delin- 
quent to  the  purchaser;  and  if  the  proceeds  of  such  sale  shall  not  be 
sufficient  to  pay  the  amount  due,  with  interest  and  charges,  said  de- 
linquent shall  be  liable  to  the  Company  for  the  deficiency;  but  if  the 
proceeds  shall  exceed  the  amount  due,  with  interest  and  charges,  he 
shall  be  entitled  to  the  excess. 

Sec.  8.     It  shall  be  lawful  for  said  Company  to  enter  upon  and 


i65 

purchase,  or  otherwise  take  and  hold,  any  land  necessary  for  the 
purpose  of  locating,  constructing  and  maintaining  said  railway,  with 
all  the  necessary  depots  and  other  buildings  connected  with  said  rail- 
way; and  if  they  shall  not  be  able  to  obtain  such  lands  by  agreement 
with  the  owners  therof,  they  shall  pay  such  compensation  as  shall  be 
determined  in  the  manner  provided  in  the  following  section.  The 
land  so  taken  for  the  road-bed  shall  not  exceed  fifty  yards  in  width, 
and  for  depots  and  other  buildings  only  such  width  as  shall  be  abso- 
lutely necessary. 

Sec.  9.  Any  person,  when  his  land  has  been  taken,  as  aforesaid, 
may  apply  to  the  County  Judge  of  the  county  where  the  land  is  situ- 
ated, for  the  appointment  of  three  freeholders,  and  said  County 
Judge  shall  thereupon  appoint  a  time  and  place  to  hear  the  appli- 
cant and  the  Company,  to  whom  shall  be  given  reasonable  notice  of 
such  time  and  place;  and  said  freeholders  shall,  after  being  sworn, 
and  having  heard  the  parties,  determine  the  compensation  to  be  paid 
to  the  applicant,  and  make  return  of  their  award  to  the  next  regular 
term  of  the  County  Court  of  said  county;  and  said  award  may  be 
confirmed,  or  for  any  sufficient  reason  it  may  be  set  aside  by  said 
Court;  and  if  it  be  confirmed,  judgment  shall  be  rendered  thereon  as 
in  other  cases.  In  determining  the  compensation  to  be  paid,  as 
aforesaid,  the  said  freeholders  shall  be  governed  by  the  actual  value 
of  the  land  at  the  time  it  was  taken,  and  shall  consider  the  injury 
and  benefit  which  would  result  to  the  adjoining  land  of  the  appli- 
cants by  the  establishment  of  the  railroad;  and  if  the  benefit  shall  ex- 
ceed the  injury,  the  applicant  shall  receive  nothing,  but  shall  pay  the 
cost.  If  the  party  claiming  compensation  before  the  County  Judge 
shall  have  refused  to  take  from  the  Company  the  amount  awarded 
by  the  freeholders  before  his  application  to  the  County  Judge,  in 
that  case  he  shall  pay  the  costs  of  proceedings,  otherwise  the  Com- 
pany shall  pay  the  same. 

Sec.  10.  The  said  Company,  in  its  charges  for  freight  and  pas- 
sengers, shall  be  governed  by  the  general  railroad  law;  it  shall  have 
the  right  to  cross  all  public  highways  that  it  may  be  necessary  to 
cross  to  establish  said  railway;  and  if  said  road  shall  cross  any 
stream  that  is  navigable,  it  shall  cross  in  such  manner  as  not  to  im- 
pede navigation. 

Sec.  11.  That  said  Company  shall  have  the  right  to  form  a  junc- 
tion with  any  other  railroad,  at  any  point  between  Houston  and 
Clarksville,  or  at  either  of  its    termini,  up/m    such  terms  and  condi- 


1 66 

tions  as  may  be  agreed  on  by  the  companies;  and  if,  from  any  cause, 
said  companies  cannot  agree  upon  the  terms  and  conditions  of  such 
junction,  then,  and  in  that  case,  the  same  shall  be  determined  by  ar- 
bitrators, not  being  stockholders  in  either  company,  to  be  chosen 
by  each  party,  and  if  they  cannot  agree,  the  difference  to  be  adjusted 
by  an  umpire,  chosen  by  the  arbitrators. 

Sec.  12.  That  said  Railway  Company  shall  have  power  to  bor- 
row money  and  issue  its  bonds,  with  or  without  mortgage,  provided 
that  the  same  be  done  in  conformity  to  the  laws  of  the  State,  this 
Act  of  Incorporation,  and  the  By-Laws  of  the  Company. 

Sec.  13.  The  annual  meeting  of  the  stockholders  of  this  Com- 
pany shall  be  held  at  the  principal  office,  in  the  city  of  Houston,  on 
the  first  Monday  of  December  of  each  year,  which  shall  be  a  day  for 
the  transaction  of  business  by  the  stockholders,  at  which  time  the 
annual  election  for  Directors  shall  take  place.  Should  the  stock- 
holders, owning  a  majority  of  the  stock,  fail  to  meet  on  that  day,  the 
Directors  may  appoint  another  day  for  said  election,  and  an  election 
held  on  the  day  appointed  shall  be  valid.  Directors  elected  under 
the  provisions  hereof,  shall  hold  office  until  the  next  annual  meeting, 
and  until  their  successors  are  qualified  and  chosen. 

Sec.  14.  This  Company  shall  be  subject  to  all  general  laws  now 
in  force,  or  which  may  hereafter  be  in  force,  in  regard  to  running 
over  the  road  of  one  company  by  another,  when  the  public  interest, 
or  the  interest  of  commerce  requires  it,  and  may  form  a  junction,  and 
connect  with  any  other  road  in  such  manner  as  may  best  and  most 
certainly  secure  the  construction  of  their  railway. 

Sec.  15.  This  charter  shall  remain  in  force  for  the  period  of  fifty 
years,  from  the  date  of  completing  said  railway,  provided  the  condi- 
tions set  forth  are  fully  complied  with. 

Sec.  16.  This  Company  shall  be  entitled  to  receive  such  dona- 
tions of  land  as  are  provided  for  the  encouragement  of  internal  im- 
provements, by  any  general  law  of  this  State,  upon  the  terms  and 
conditions  in  such  law  prescribed;  provided  that  the  State  donation 
of  lands,  now  provided  for  by  law,  shall  not  apply  to  such  portion  of 
the  road  of  said  Company  as  shall  be  run  parallel  within  five  miles 
of  any  road  now  in  running  order. 

Sec.  17.  That  subscriptions  for  stock  may  be  paid  in  land;  pro- 
vided that  the  owner  of  land,  who  desires  to  pay  for  his  stock  with 
the  same,  shall  pay  the  full  amount  of  his  subscription  in  lands  at  the 


1 67 

time  of  subscribing,  at  the  rate  the  County  Judge  of  the  county  in 
which  said  land  is  situated,  and  the  owner  shall  agree  upon;  provided 
that  the  title  to  such  land  shall  not  vest  in  the  Company  until  the 
section  of  twenty-five  miles,  which  is  nearest  said  land  on  the  line  of 
the  railway,  shall  have  been  completed. 

Sec.  18.  That  said  Railway  Company  shall  have  the  right  of  ex- 
tension, under  this  charter,  from  the  city  of  Houston  to  the  city  of 
Galveston;  Texas. 

Sec.  19.  That  this  act  take  effect,  and  be  in  force,  from  and  after 
its  passage. 

Passed,  October  22d,  1866. 


AN     ACT 


TO  INCORPORATE  THE  HOUSTON  TAP  AND  BRAZORIA 
RAILWAY   COMPANY. 

Section  i.  Be  it  Enacted  by  the  Legislature  of  the  State  of  Texas, 
That  E.  W.  Taylor,  John  Dickinson,  William  M.  Rice,  B.  A.  Shep- 
herd, Cornelius  Ennis,  Thomas  S.  Lubbock,  Henry  Sampson,  A.  Un- 
derwood, Thomas  J.  Coffee,  J.  D.  Waters,  J.  Greenville  McNeil,  John 
Adriance,  S.  W.  Perkins,  A.  Jackson,  W.  J.  Hutchins,  M.  St  Munson, 
and  W.  R.  Baker,  be,  and  they  are  hereby  appointed  Commissioners 
to  open  books  and  receive  subscriptions  to  the  capital  stock  of  a  cor- 
poration to  be  styled  the  Houston  Tap  and  Brazoria  Railway  Com- 
pany; but  they  shall  receive  no  subscription  to  said  capital  stock  ex- 
cept such  as  hereinafter  specified,  unless  five  per  cent,  thereof  in  cash 
shall  be  paid  to  them  at  the  time  of  subscribing;  and  should  they  re- 
ceive such  subscriptions  to  said  stock  without  such  payment,  they 
shall  be  personally  liable  to  pay  the  same  to  said  corporation  when 
organized.  A  majority  of  said  Commissioners  shall  constitute  a 
quorum  to  do  business,  and  they  may  hold  meetings  at  such  times 
and  places  as  a  majority  shall  designate,  public  notice  of  which  shall 
be  given  in  some  newspaper  upon  the  line  of  said  road. 

Sec.  2.  That  the  subscribers  to  said  capital  stock,  whenever  they 
shall  have  elected  Directors  in  the  manner  hereinafter  provided, 
shall  be,  and  they  are  hereby  created  and  constituted  a  body  corpor- 
ate and  politic,  under  the  name  and  style  of  the  Houston  Tap  and 
Brazoria  Railway  Company,  with  capacity  in  said  corporate  name 
to  make  contracts,  to  have  succession  and  a  common  seal,  to  make 
by-laws  for  the  government  and  regulation  of  the  affairs  of  said  Com- 
pany, to  sue  and  be  sued,  to  plead  and  be  impleaded,  to  grant  and 
receive,  to  buy,  sell  and  hold,  real  and  personal  estate,  for  the  pur- 
pose of  constructing  and  maintaining  said  road,  and  generally  to  do 
and  perform  all  such  acts  as  may  be  necessary  and  proper  for  or  in- 
cident to  the  fulfillment  of  its  obligations  and  purposes  for  the  main- 
tenance of  its  rights  under  this  act,  in  accordance  with  the  Constitu- 
tion and  laws  of  this  State. 

Sec.  3.     That  the  capital   stock  of  said  corporation  shall  not  be 


169 

more  than  one  million  of  dollars,  and  may  be  divided  into  shares  of 
not  less  than  twenty-five,  nor  more  than  one  hundred  dollars  each, 
as  shall  be  regulated  by  the  By-Laws  of  said  Company.  All  votes  of 
stockholders  shall  be  governed  by  the  respective  shares  of  each,  and 
a  majority  of  all  the  shares  shall  be  considered  a  majority  of  the 
stockholders.  Each  share  shall  entitle  the  owner  thereof  to  one  vote 
in  person,  or  by  proxy,  at  all  meetings  of  the  Company,  and  the 
shares  shall  be  deemed  personal  estate,  and  shall  be  transferable  by 
any  conveyance  in  writing,  recorded  either  by  the  Treasurer  or  any 
other  officer  duly  authorized  by  the  Directors,  in  books  to  be  kept 
by  such  officer,  at  such  places  as  the  Directors  may  appoint. 

Sec.  4.  That  said  corporation  shall  be  and  is  hereby  invested 
with  the  right  of  locating,  constructing,  acquiring,  owning  and  main- 
taining a  railway,  commencing  at  or  in  the  city  of  Houston,  and  run- 
ning thence  to  the  Buffalo  Bayou,  Brazos  and  Colorado  Railway,  en- 
tering and  connecting  with  said  railway  at  a  point  not  more  than 
nine  miles  from  the  town  of  Harrisburg,  and  thence  running  by  such 
course  to  such  points  on  the  Brazos  river,  in  the  county  of  Brazoria,  • 
and  on  the  Colorado  river  as  may  be  found  most  suitable,  with  the 
privilege  and  right  of  having  the  freights,  passengers  merchandise 
and  cars  of  said  Company,  at  all  reasonable  times  and  for  a  reason- 
able compensation,  carried  and  drawn  over  said  Buffalo  Bayou, 
Brazos  and  Colorado  Railway,  upon  the  terms  and  under  the  rules 
and  restrictions  provided  in  section  second  of  an  act,  entitled  "An 
Act  to  amend  the  thirteenth,  sixteenth  and  seventeenth  sections  of 
the  act  to  incorporate  the  Buffalo  Bayou,  Brazos  and  Colorado  Rail- 
way Company,  passed  January,  1852,  and  the  general  laws  regulat- 
ing railroad  companies;"  and  if  said  companies,  or  corporations, 
shall  be  unable  to  agree  upon  the  compensation  aforesaid  to  be  paid, 
the  President  of  each  of  the  said  companies  shall  choose  one  man  as 
a  commissioner,  and  these  two  shall  select  a  third  man- as  umpire, 
neither  of  whom  shall  be  a  stockholder  in  either  road  or  interested 
therein,  and  they  shall  fix  the  rates;  and  they  shall  not  be  changed  for 
one  year  from  the  time  of  going  into  effect;  the  said  Commissioners 
shall  also  fix  the  stated  periods  at  which  said  cars  are  to  be  drawn  as 
aforesaid,  having  reference  to  the  convenience  and  interest  of  said 
corporations,  and  the  public  who  shall  be  accommodated  thereby. 

Sec.  5.  That  said  Commissioners  herein  named,  or  the  Board  of 
Directors  elected  by  the  stockholders  of  said  corporation,  are  hereby 
authorized  to  make  any  contract,  agreement,  or  stipulation  with  the 


170 

Mayor  and  Aldermen  of  the  City  of  Houston,  for  the  purpose  of  ac- 
quiring the  railway  now  being  constructed  by  said  City  of  Houston 
between  said  point  and  the  Buffalo  Bayou,  Brazos  and  Colorado 
Railway,  and  adopting  the  same  as  a  part  of  the  railway  of  this 
Company,  or  uniting  it  in  any  other  manner  with  the  railway  of  this 
Company.  And  said  Commissioners  or  Board  of  Directors  are 
hereby  authorized  to  make  any  contract  or  stipulation  with  said 
Mayor  and  Aldermen  of  the  City  of  Houston,  to  receive  said  railway 
above  mentioned,  as  located  and  constructed,  or  as  may  be  located 
and  constructed,  at  the  time  of  entering  into  said  agreement,  and  all 
work  done  upon  the  same,  and  subscriptions  of  stock  and  material 
in  the  same,  at  the  cost  or  valuation  of  the  same,  as  so  much  stock 
in  the  Houston  Tap  and  Brazoria  Railway  Company,  and  upon  such 
other  terms  and  conditions  as  may  be  agreed  upon  and  stipulated 
between  said  parties;  and  the  acts  of  the  Mayor  and  Aldermen  of  the 
City  of  Houston  in  designating,  locating,  and  constructing  said  rail- 
way from  the  City  of  Houston  to  the  Buffalo  Bayou,  Brazos  and 
Colorado  Railway,  under  section  10th  of  the  Act  incorporating  said 
last  mentioned  Company,  and  all  other  acts  done  and  performed 
relative  to  the  same,  are  hereby  declared  as  legal  and  valid,  as  if 
done  under  the  provisions  of  this  Act.  And  all  subscriptions  of 
stock  and  other  contracts  or  agreements  entered  into  relative  to  the 
said  road,  and  all  rights,  liens,  and  equities  acquired  relative  to  the 
same,  shall  be  as  binding  and  valid,  and  have  the  same  force  and  ef- 
fect upon  this  Company,  as  it  entered  into  under  this  Act.  And  all 
liabilities,  contracts  and  agreements  of  the  City  of  Houston  relative 
to  said  road,  and  all  liens  given  by  said  City  upon  the  same,  shall  be 
still  binding  upon  the  section  of  said  road  for  which  and  on  which 
the  same  were  made,  and  upon  this  Company  after  the  formation  of 
said  contract  uniting  said  road  with  the  road  of  this  Company;  and 
the  said  Commissioners  or  Board  of  Directors  are  hereby  authorized 
to  issue  certificates  of  stock  for  the  value  of  said  road  and  property 
and  assets  so  transferred  by  the  City  of  Houston  to  said  Company, 
either  directly  to  the  City  of  Houston,  or  to  such  persons  as  may  be 
directed  by  the  Mayor  and  Aldermen  of  said  City;  and  said  Com- 
missioners or  Board  of  Directors  are  hereby  authorized  to  receive 
additional  subscription  of  stock  from  said  City  of  Houston  to  said 
Houston  Tap  and  Brazoria  Railroad  in  the  bonds  of  said  City,  under 
the  provisions  of  an  act  entitled  "An  Act  to  permit  the  City  of  Hous- 
ton to  levy  a  special  tax  for  railroad  purposes,"  and  may  in  like 
manner  issue  certificates  of  stock  to   said  City  of   Houston,  or  such 


i7i 

person  or  persons  as  may  be  directed  by  the  Mayor  and  Aldermen 
of  said  city;  but  said  first  section  of  Houston  Tap  shall  be  com- 
pleted before  the  value  of  said  road  shall  be  regarded  as  so  much 
paid  stock  in  this  Company;  and  all  the  liabilities  of  said  Tap  Road 
shall  remain  a  charge  exclusively  upon  said  section  of  road,  and 
shall  in  no  case  become  a  charge  upon  the  section  of  said  road  ex- 
tending from  the  Buffalo  Bayou,  Brazos  and  Colorado  Railroad  to 
the  county  of  Brazoria.  Provided,  that  if  the  City  of  Houston  shall, 
under  the  provisions  of  this  Act,  unite  with  the  Houston  Tap  and 
Brazoria  Railroad  Company,  and  accept  of  the  benefits  of  this  Act, 
then  the  rights  of  the  City  of  Houston  under  Section  ioth  of  the  Act 
entitled  "An  Act  to  incorporate  the  Buffalo  Bayou,  Brazos  and  Colo- 
rado Railway  Company,"  passed  February  nth,  1850,  shall  cease  to 
exist,  and  shall  be  governed  entirely  by  the  provisions  of  this  Act; 
and  said  Section  ioth  shall  then  be  wholly  inoperative  with  regard  to 
the  rights  of  said  City  of  Houston  or  this  Company. 

Sec.  6.  That  said  Commissioners  or  the  Board  of  Directors  shall 
have  power  to  receive  further  subscriptions  to  the  capital  stock  of 
said  corporation  from  time  to  time  in  the  bonds  of  said  City  of 
Houston,  or  any  other  city  or  county  which  may  be  permitted  by 
law  to  subscribe  and  take  stock  in  railroads;  provided  said  Company 
shall  take  no  bonds  of  any  such  city  or  county  for  a  greater  amount 
than  what  special  provision  is  made  to  pay  the  annual  interest  upon 
by  direct  taxation;  and  said  Company  shall  be  bound  to  pay  the 
principal  and  interest  of  any  such  bonds  received  and  paid  out  by  it 
upon  failure  of  any  such  city  or  county  to  pay  the  same  regularly  at 
maturity.  And  such  Company  shall  issue  to  any  city  or  county  so 
taking  stock  in  said  railroad,  corresponding  certificates  of  stock.  All 
subscriptions  of  stock  made  in  the  counties  of  Brazoria,  Wharton, 
and  Fort  Bend  shall  be  applied  exclusively  to  the  extension  and  con- 
struction of  said  second  section  of  said  road,  from  the  Buffalo  Bayou, 
Brazos  and  Colorado  Railway,  unless  otherwise  limited  by  said  sub- 
scriptions. 

Sec.  7.  That  said  Company  may  issue  certificates  of  stock  for  any 
work  done  upon  said  road,  or  for  any  materials  or  supplies  furnished 
said  Company  for  said  road,  and  may,  by  the  vote  of  a  majority  of  the 
stockholders,  cause  certificates  of  stock  to  be  issued  in  payment  of 
any  debt  contracted  for  the  construction  or  equipment  of  their  road, 
but  no  certificate  of  stock  shall  at  any  time  be  issued  at  less  than 
par.     Any  agreement  in  writing  whereby  any  person  shall  become  a 


172 

subscriber  to  the  capital  stock  of  said  Company,  shall  be  enforced 
against  him  according  to  its  terms;  if  any  subscriber  shall  fail  to  pay 
any  amount  due  upon  shares  subscribed  for  by  him,  according  to  the 
terms  of  his  subscription,  the  Directors  may,  after  twenty  days  pub- 
lic notice,  sell  at  public  auction  the  shares  subscribed  for  by  said  de- 
linquent, and  transfer  to  the  purchaser  of  such  shares;  if  the  pro- 
ceeds of  sale  shall  not  be  sufficient  to  pay  the  amount  due,  with  in- 
terest and  charges,  such  delinquent  shall  be  held  liable  to  the  Com- 
pany for  the  deficit;  and  if  the  proceeds  shall  exceed  the  amount  so 
due,  with  interest  and  charges,  he  shall  be  entitled  to  the  surplus. 

Sec.  8.  That  the  immediate  control  and  direction  of  the  affairs  of 
said  corporation  shall  be  vested  in  a  Board  of  not  less  than  five  Di- 
rectors; said  Directors  shall  elect  one  of  their  own  number  to  be 
President  of  the  Company,  whenever  seventy-five  thousand  dollars  of 
the  capital  stock  of  said  corporation  shall  have  been  subscribed,  and 
five  per  cent,  thereof  shall  have  been  paid  to  the^Commissioners 
hereinbefore  named,  either  in  cash  or  in  work  done  and  performed 
along  the  line  of  said  road;  they  shall  cause  an  election  to  be  held 
by  said  subscribers  of  the  City  of  Houston,  for  not  less  than  five 
Directors,  having  first  given  public  notice  of  the  time  of  said  election 
in  some  newspaper  published  in  said  city;  after  which  said  Commis- 
sioners shall  account  for  and  pay  over  to  said  Directors  all  such 
sums  as  they  shall  have  received  of  the  capital  stock  of  said  Com- 
pany, first  deducting  a  reasonable  compensation  for  their  services  as 
Commissioners.  No  person  shall  be  eligible  to  the  office  of  Director 
unless  he  be  a  subscriber  or  owner  of  at  least  three  shares  of  the 
capital  stock.  The  Directors  shall  have  power  to  fill  any  vacancy 
in  their  body  arising  from  non-election  or  other  cause;  they  shall 
have  power  to  appoint  a  Clerk,  Treasurer,  or  any  other  officers  or 
agents  as  they  may  deem  necessary,  and  prescribe  and  require  bonds 
for  the  faithful  performance  of  their  duties.  They  may  make  all 
necessary  regulations  and  rules  for  holding  of  meetings,  and  all  other 
things  they  may  deem  proper  for  the  carrying  out  of  the  provisions 
of  this  charter  and  business  of  the  Company;  they  shall  keep  correct 
records  of  all  meetings  of  the  Directors  and  Company,  and  accurate 
books  and  accounts  of  the  receipts  and  expenditures  of  the  Company, 
and  all  other  books  and  accounts  necessary  and  proper  to  be  kept 
by  such  Company,  which  books  shall  be  open  to  the  inspection  of 
the  stockholders.  A  majority  of  the  Board  of  Directors  shall  have 
the  power  of  a  full  Board,  and  all  conveyances  and  contracts  exe- 
cuted in  writing,  signed  by  the  President  and   countersigned   by  the 


173 

Treasurer,  or  any  other  officer  duly  authorized  by  the  Directors,  un- 
der the  seal  of  the  Company,  and  in  pursuance  of  a  vote  of  the  Di- 
rectors, shall  be  valid  and  binding. 

Sec.  9.  That  it  shall  be  lawful  for  the  Company  to  purchase  and 
hold  any  land  that  may  be  necessary  for  the  purpose  of  locating,  con- 
structing and  maintaining  said  railway  and  entering  into,  connecting 
with,  and  intersecting  said  Buffalo  Bayou,  Brazos  and  Colorado  Rail- 
way, with  all  necessary  depots  and  other  buildings,  and  by  their  en- 
gineers, or  agents,  enter  upon  and  take  possession  of  all  such  lands 
as  may  be  necessary  for  the  locating,  constructing  and  maintaining 
said  railway;  and  if  they  should  not  be  able  to  obtain  such  lands  by 
agreement  with  the  owner,  they  shall  pay  for  the  same  such  amounts 
as  shall  be  determined  in  the  manner  provided  in  the  following  sec- 
tion; the  land  so  taken  without  agreement  shall  not  exceed  fifty  yards 
in  width,  and  for  depots  and  buildings  only  such  further  width  as 
may  be  necessary.  It  shall  also  be  lawful  for  said  Company,  in  like 
manner,  to  take  and  hold  such  land  as  may  be  necessary  for  them  to 
cross  any  river  or  other  stream,  either  by  bridge,  ferry,  or  otherwise; 
provided  that  if  said  Company  shall  cross  any  navigable  stream, 
they  shall  do  it  so  as  not  to  interfere  with  its  navigation. 

Sec.  10.  That  any  person  from  whom  land  has  been  taken  for  the 
purpose  set  forth  in  the  preceding  section  may  apply  to  the  District 
Court  of  the  county  wherein  said  lands,  or  a  part  of  the  same,  are  sit- 
uated, for  the  appointment  of  appraisers;  and  said  Court,  after  proof 
that  the  President  or  other  officers  of  the  Company  have  been  served 
with  a  notice  describing  the  land,  ten  days  before  the  holding  of  the 
Court,  the  Court  shall  thereupon  appoint  three  disinterested  free- 
holders, citizens  of  the  county,  who  shall  appoint  a  time  and  place 
to  hear  the  application;  and  the  Company,  to  whose  agent,  or  Presi- 
dent, a  reasonable  notice  shall  be  given  by  the  Court  of  said  time 
and  place,  and  said  freeholders,  being  sworn,  shall,  after  hearing  the 
parties,  determine  the  amount  of  compensation  as  aforesaid,  and 
make  return  of  their  award  to  said  Court  at  its  next  term,  and  said 
award  may  be  confirmed,  or  for  any  sufficient  reason  rejected  by  said 
Court,  in  the  same  manner  as  awards  by  arbitrators  under  a  rule  of 
Court;  and  if  confirmed  by  the  Court,  judgment  shall  be  rendered 
thereon  as  in  other  cases.  In  determining  the  amount  of  compensa- 
ation  to  be  paid  as  aforesaid,  freeholders  shall  be  governed  by  the 
actual  value  of  the  land  at  the  time  it  was  taken,  taking  into  consid- 
eration the  benefit  or  injury  done  to  other  neighboring  lands  of  the 


174 

owner  by  the  establishment  of  said  railway.  If  in  any  case  the 
amount  found  by  the  arbitrators  shall  not  exceed  the  sum  proved 
to  have  been  offered  by  the  Company  to  the  owner  prior  to  his  ap- 
plication to  the  Court,  the  owner  shall  pay  the  cost  of  proceedings., 
otherwise  the  Company  shall  pay  the  cost. 

Sec.  ii.  That  said  Company  shall  have  power  to  borrow  money  on 
their  bonds  or  notes  at  such  rates  as  the  Directors  may  deem  expe- 
dient, and  to  secure  the  same  by  mortgage,  or  other  liens  npon  their 
road  or  other  property;  provided  that  nothing  in  this  Act  shall  be  so 
construed  as  to  confer  banking  privileges  of  any  kind.  And  said 
Company  is  hereby  authorized  by  the  vote  of  a  majority  of  the 
stockholders,  to  unite  with  any  other  Railroad  Company,  converting 
the  stock,  assets  and  property  with  that  of  any  other  Company  into 
one  Railroad  Company,  and  said  road  so  united,  or  any  portion  of 
the  same,  may  be  managed  and  controlled  by  one  Board  of  Directors, 
and  as  one  road,  and  under  such  name  and  style  as  may  be  fixed  upon 
by  agreement,  provided  the  name  of  one  of  said  Companies  so  unft- 
ing,  shall  be  retained. 

Sec.  12.  That  said  Company  may  adopt  the  section  of  road  be- 
tween the  City  of  Houston  and  the  Buffalo  Bayou,  Brazos  and  Colo- 
rado Railway,  as  a  part  of  its  road;  but  if  said  Company  does  not 
extend  said  road  ten  miles  from  said  point  of  intersection  with  said 
Buffalo  Bayou,  Brazos  and  Colorado  Railway,  within  three  years  af- 
ter the  completion  of  said  first  section,  the  right  to  extend  said  road 
from  said  point  of  intersection  shall  be  forfeited. 

Sec.  13.  That  upon  the  written  request  of  one-fourth  of  the 
stockholders,  or  whenever  he  may  think  the  interest  and  business  of 
the  Company  require  it,  the  President  of  the  Company  shall  call  a 
meeting  of  the  Directors,  and  upon  the  written  demand  of  three- 
fourths  of  the  stockholders,  the  President  shall  remove  any  one  or 
the  whole  of  the  Directors,  and  order  a  new  election  within  thirty 
days,  which  Directors  so  elected  shall  hold  their  offices  until  the 
time  prescribed  for  the  next  regular  election.  All  elections  for 
Directors  and  other  offices  shall  be  held  in  the  State  of  Texas,  and  a 
majority  of  the  Board  of  Directors  and  the  principal  officers  of  said 
Company  shall  be  residents  of  the  State  of  Texas. 

Sec.  14.  That  the  Company  is  hereby  required,  at  all  reasonable 
times,  and  for  a  reasonable  compensation,  to  draw  over  their  road 
the  freights,  passengers,  merchandise  and  cars  of  the  Buffalo  Bayou, 
Brazos  and   Colorado   Railway  Company,  or  of  any  other  railroad 


i75 

corporation  which  has  been  or  may  hereafter  be  authorized  by  the 
Legislature  to  enter  with  their  railroad,  and  connect  with  the  rail- 
road of  this  Company,  under  the  rules  and  restrictions  prescribed  in 
the  general  railroad  laws  and  this  charter;  and  if  the  respective  com- 
panies shall  be  unable  to  agree  upon  the  compensation  aforesaid,  it 
shall  be  the  duty  of  the  President  of  each  company  to  select  each 
one  man  as  a  commissioner,  and  the  two  Commissioners  so  selected 
shall  choose  a  third  in  case  of  disagreement,  neither  of  whom  shall 
be  a  stockholder  in  either  road  or  interested  therein,  and  they  shall 
fix  the  rates,  which  shall  not  be  changed  for  one  year  from  the  time 
of  going  into  effect;  the  said  Commissioners  shall  also  fix  the  stated 
periods  at  which  said  cars  are  to  be  drawn  as  aforesaid,  having  refer- 
ence to  the  convenience  and  interests  of  said  corporations  and  the 
public  who  shall  be  accommodated  thereby.  The  right  or  power  is 
specially  conferred  on  this  Company,  to  connect  with  any  railroad 
company  heretofore  or  hereafter  chartered  by  this  State,  for  the  per- 
formance of  like  transports,  and  in  case  of  disagreement  between 
companies,  the  same  shall  be  referred  and  settled  as  aforesaid,  to  be 
binding  for  one  year  as  aforesaid. 

Sec.  15.  That  this  Company  may  adopt  the  same  guage  that  is 
used  by  the  Buffalo  Bayou,  Brazos  and  Colorado  Railroad  Company, 
and  shall  be  subject  to  the  provisions  and  entitled  to  all  the  rights, 
privileges  and  benefits  accruing  from  any  general  law  or  laws  which 
have  been  or  may  hereafter  be  enacted  by  the  State  to  encourage  the 
constructing  of  railroads,  in  the  same  manner  and  to  the  same  ex- 
tent as  if  the  guage  of  said  road  was  the  same  now  fixed,  or  which 
may  be  hereafter  fixed  upon  by  this  State.  That  this  Company  shall 
have  the  right,  under  this  charter,  within  three  years  after  the  pass- 
age of  this  Act,  to  construct  a  section  of  the  road  from  Columbia,  on 
the  Brazos  River,  to  such  point  in  Wharton  county  as  may  be  desig- 
nated by  a  majority  of  the  stockholders  residing  in  the  counties  of 
Brazoria  and  Wharton.  And  the  company  building  this  section  of 
road  shall  keep  their  office  at  Columbia,  in  Brazoria  county.  That 
this  act  take  effect  from  its  passage,  and  shall  expire  in  ninety  years, 
unless  it  shall  be  renewed  or  extended. 

Passed  September  1st,  1856. 


176 


AN  ACT 

To  amend  an  Act  entitled  "An  Act  to  incorporate  the  Houston  Tap 
and  Brazoria  Railway  Company,"  passed  September  1st,   1856. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  fifteenth  section  of  the  act  passed  September  1st,  1856,  to 
incorporate  the  Houston  Tap  and  Brazoria  Railway  Company,  be 
amended  so  that  the  same  shall  hereafter  read  as  follows: 

"Sec.  15.  That  this  Company  may  adopt  the  same  guage  that  is 
used  by  the  Buffalo  Bayou,  Brazos  and  Colorado  Railroad  Company, 
and  shall  be  subject  to  all  the  rights,  privileges  and  benefits  accruing 
from  any  general  law,  or  laws,  which  have  been,  or  may  hereafter  be 
enacted  by  the  State,  to  encourage  the  construction  of  railroads,  in 
the  same  manner  and  to  the  same  extent  as  if  the  guage  of  said  road 
were  the  same  now  fixed,  or  which  may  hereafter  be  fixed  upon 
by  this  State.  That  this  Company  shall  have  the  right,  under  this 
charter,  until  the  first  day  of  September,  1S61,  to  construct  a  section 
of  the  road  from  Columbia,  on  the  Brazos  river,  to  such  point  in 
Wharton  county  as  may  be  designated  by  a  majority  of  the  stock- 
holders residing  in  the  counties  of  Brazoria  and  Wharton,  and  the 
company  building  this  section  shall  keep  their  office  at  Columbia,  in 
Brazoria  county.  That  this  act  take  effect  from  its  passage,  and 
shall  expire  in  ninety  years,  unless  it  shall  be  renewed  or  extended. 

Sec.  2.  This  company  shall  have  no  right  to  object  to  a  change 
of  the  guage  of  the  Buffalo  Bayou,  Brazos  and  Colorado  Railroad 
Company  by  said  company. 

Sec.  3.     That  this  act  take  effect  from  and  after  its  passage. 

Approved  January  23d,  1858. 


i77 


AN  ACT 

To  amend  an  Act  entitled  An  Act  to  Incorporate  the  Houston  Tap 

and  Brazoria  Railway  Company,  passed  September  ist, 

1856,  and  for  relief. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  Houston  Tap  and  Brazoria  Railway  Company,  chartered  by 
act  of  incorporation,  passed  by  the  Legislature  of  the  State  of  Texas, 
on  the  ist  day  of  September,  1856,  be,  and  is  hereby  declared  to  be, 
entitled  to  receive  all'the  benefits  of  an  act  entitled,  "An  Act  to  pro- 
vide for  the  investment  of  the  Special  School  Fund,  in  the  bonds  of 
Railroad  Companies,  incorporated  by  the  State,  passed  August  13th, 
A.  D.  1856;"  and  an  act  to  amend  the  third  section  of  an  act  enti- 
tled "An  Act  for  the  investment  of  the  Special  School  Fund  in  the 
bonds  of  Railroad  Companies,  incorporated  by  the  State,"  passed 
August  26th,  A.  D.  1856,  as  fully  and  to  the  same  extent  as  any  other 
Railroad  Company  of  this  State. 

Sec.  2.  That  the  Treasurer  of  the  State  be,  and  he  is  hereby,  re- 
quired to  pay  to  the  Houston  Tap  and  Brazoria  Railway  Company, 
or  its  authorized  agent,  the  three  warrants  drawn  on  him,  and  signed 
by  the  Governor  and  Attorney  General  of  the  State,  one  of  said  war- 
rants dated  Austin,  Texas,  June  22d,  1859,  for  ($  150,000)  one  hun- 
dred and  fifty  thousand  dollars;  one  dated  Austin,  September  8th, 
1859,  f°r  (#30,00°)  thirty  thousand  dollars;  and  one  dated  Austin, 
September  30th,  1859,  for  ($30,000)  thirty  thousand  dollars,  which 
together  comprise  the  sum  of  two  hundred  and  ten  thousand  dollars, 
heretofore  drawn  upon  him,  under  the  provisions  of  the  acts  provid- 
ing for  the  investment  of  the  Special  School  Fund  in  the  bonds  of 
Railroad  Companies  upon  their  compliance  with  the  requirements  of 
said  acts. 

Sec.  3.  That  this  act  take  effect  and  be  in  force  from  and  after 
its  passage. 

Approved  December  17th,  1859. 


i73 


AN  ACT 

To  provide  for  the  sale  of  the  Houston  Tap  and  Brazoria  Railway. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  in  order  to  secure,  as  far  as  practicable,  the  indebtedness  of  the 
company  owning  the  above  named  railroad,  to  the  State  of  Texas, 
and  save  that  portion  of  the  common  school  fund  from  entire  loss, 
the  Governor  of  the  State  is  hereby  authorized  and  required  to  sell 
said  railway,  together  with  all  the  rights  and  property  of  the  Houston 
Tap  and  Brazoria  Railway  Company,  at  the  time,  upon  the  terms 
and  in  the  mode  provided  in  the  following  sections  of   this  act. 

Sec.  2.  In  view  of  the  depreciated  and  constantly  decreasing 
value  of  said  property,  the  sale  shall  take  place  within  ninety  days 
from  and  after  the  final  passage  of  this  act.  Due  notice  for  said  sale 
shall  be  given  by  the  Governor  for  at  least  thirty  days  previous  to 
the  day  of  sale,  of  the  time,  terms  and  conditions  of  such  sale,  by 
publication  in  a  newspaper  published  in  the  City  of  New  York,  and 
a  newspaper  published  in  the  city  of  New  Orleans,  and  in  three 
newspapers  published  in  the  State  of  Texas. 

Sec.  3.  Said  sale  shall  be  made  at  the  front  of  the  capitol,  in  the 
city  of  Austin,  and  shall  be  conducted  by  the  Governor,  or  by  some 
one  appointed  by  him  for  that  purpose.  It  shall  be  to  the  highest 
and  best  bidder  for  cash;  and  the  Governor  is  authorized  and  re- 
quired to  execute  and  deliver  to  such  purchaser  a  deed  of  convey- 
ance to  the  property  so  sold,  whenever  such  purchaser  shall  have  en- 
tered into  good  and  sufficient  bond,  payable  to  the  Governor  of  the 
State,  in  the  sum  of  ($50,000)  fifty  thousand  dollars,  conditioned 
that  such  purchaser  will  keep  said  railway  in  running  order,  and  will 
not  remove,  or  caused  to  be  removed,  any  of  the  iron  from  the  track 
of  said  railway,  or  any  of  the  rolling  stock  therefrom;  provided,  that 
the  Governor  of  the  State  shall  be  authorized  to  purchase  said  rail- 
way, if,  in  his  discretion,  he  may  deem  [it]  necessary  to  protect  the 
interests  of  the  State;  provided  further,  that  should  said  railway,  when 
offered  for  sale  to  the  highest  bidder,  not  bring  the  sum  of  ($100,- 


179 

ooo)  one  hundred  thousand. dollars  coin,  the  Governor  is  hereby  au- 
thorized to  purchase  the  same  for  the  State. 

Sec.  4.  The  proceeds  of  the  sale,  after  paying  all  the  neccessary 
expenses  thereof,  shall  be  deposited  in  the  treasury  of  the  State,  with 
the  common  school  fund  and  as  a  part  thereof. 

Sec.  5.  All  laws  and  parts  of  laws  conflicting  with  this  act  are 
hereby  repealed;  and  this  act  shall  take  effect  and  be  in  force  from 
and  after  its  passage. 

Approved  August  15,  1870. 


JOINT   RESOLUTION 

Authorizing  His  Excellency,  the  Governor  of  the   State,  to  Dispose 
of  the  "  Houston  Tap  and  Brazoria  Railroad." 

Section  i.  Be  it  resolved  by  the  Legislature  of  the  State  of  Texas, 
That  His  Excellency,  the  Governor  of  the  State,  be,  and  he  is  hereby 
authorized  to  dispose  of  the  "  Houston  Tap  and  Brazoria  Railroad," 
now  in  possession  of  the  State.  The  disposition  of  said  road  to  be 
by  public  or  private  sale,  upon  such  terms  and  to  such  parties  as  he 
may  deem  best  for  the  security  of  the  school  fund  of  the  State;  pro- 
vided, that  no  sale  or  transfer  shall  be  made  to  any  parties  until  thirty 
days  from  the  passage  of  this  joint  resolution,  and  not  for  less  than 
the  actual  value  of  the  iron  on  the  track;  and  provided  further,  that 
the  Governor  may  give  the  citizens  residing  on  said  road,  or  tribu- 
tary to  it,  the  preference  of  buying  said  road,  so  that  the  rails  of  said 
road  may  not  be  removed  from  the  track  of  said  road,  as  at  present 
located. 

Sec.  2.  That  this  resolution  take  effect  and  be  in  force  from  and 
after  its  passage. 

Approved  May  18,  187 1. 


AN    ACT 


TO    INCORPORATE    THE    HUNTSVILLE    BRANCH    RAIL- 
WAY COMPANY. 

Section  i.  Be  it  Enacted  by  the  Legislature  of  the  State  of  Texas, 
That  Sanford  Gibbs,  W.  A.  Oliphant,  W.  A.  Rawlings,  J.  H.  Banton, 
J.  H.  Thomason,  Michael  Butler,  M.  H.  Goddin,  R.  M.  Bankhead, 
Strother  Green,  John  Courtade,  H.  C.  Oliphant,  J.  P.  Nixon,  and  G. 
W.  Grant,  be  and  they  are  hereby  appointed  Commissioners  to  open 
books  and  receive  subscriptions  to  the  capital  stock  of  a  corporation, 
to  be  styled  the  "Huntsville  Branch  Railway  Company."  A  majority  of 
said  Commissioners  shall  constitute  a  quorum  to  do  business,  and  shall 
meet  in  the  town  of  Huntsville,  within  twenty  days  after  the  approval 
of  this  Act,  or  as  soon  thereafter  as  a  majority  thereof  may  agree 
upon;  and  they  may  appoint  one  or  more  of  their  own  body,  and 
such  other  agents  as  they  may  select,  to  open  books  at  such  place  as 
they  may  direct,  to  receive  subscriptions  for  the  stock  of  said  Com- 
pany; and  the  said  Commissioners  shall  hold  meetings  from  time  to 
time  as  their  business  may  require,  until  Directors  shall  be  selected, 
as  hereinafter  provided  for.  In  receiving  subscriptions  for  said  capi- 
tal stock,  they  shall  require  five  per  cent,  thereof  to  be  paid  at  the 
time  of  subscribing,  whether  to  one  of  their  own  number  or  an  agent 
appointed  by  them;  and  any  subscription  to  said  stock,  upon  which 
the  amount  of  five  per  centum  is  not  paid,  shall  be  void,  and  the 
party  receiving  the  same  on  the  part  of  the  Company  shall  be  re- 
sponsible to  it  for  said  five  per  cent,  upon  said  stock;  provided  that 
certificates  of  said  stock  shall  not  be  assignable  until  after  the  organi- 
zation of  said  Company. 

Sec.  2.  That  the  subscribers  to  said  capital  stock,  whenever  they 
shall  have  selected  Directors,  are  hereby  created  and  established  a 
body  corporate  and  politic,  under  the  name  and  style  of  the  "Hunts- 
ville Branch  Railway  Company,"  with  capacity  in  said  corporate 
name  to  sue  and  be  sued,  to  plead  and  be  impleaded,  to  have  suc- 
cession and  a  common  seal,  to  make  contracts,  to  grant  and  receive, 
to  make  by-laws  for  its  government,  and  generally  to  do  and  perform 
all  things  necessary  or  proper  to  the  maintenance  of  its  rights  under 


i8i 

this  Act,  and  not  inconsistent  with  the  Constitution  of  this  State  and 
of  the  United   States. 

Sec.  3.  The  capital  stock  of  said  Company  shall  not  exceed  one 
million  of  dollars,  to  be  divided  into  shares  of  fifty  dollars  each;  each 
share  to  entitle  the  owner  thereof  to  one  vote,  either  in  person  or  by 
proxy,  in  all  elections  and  meetings  when  the  stockholders  are  called 
upon  to  vote,  and  a  majority  of  the  votes  shall  govern  in  all  cases 
not  otherwise  provided  by  law;  the  said  shares  of  stock  shall  be 
deemed  personal  estate,  transferable  only  on  the  books  of  the  Com- 
pany, by  person  or  by  proxy. 

Sec.  4.  The  direction  and  control  of  the  affairs  of  said  corpora- 
tion shall  be  vested  in  a  board,  of  not  less  than  five  nor  more  than 
nine  Directors,  as  the  By-Laws  may  provide.  They  shall  be  chosen 
by  the  stockholders  at  their  annual  meetings,  the  first  of  which  shall 
be  holden  within  one  year  after  the  passage  of  this  Act,  at  such  time 
and  place  as  the  corporators  herein  named  shall  designate.  Said 
Directors  shall  select  one  of  their  own  body  to  be  President  of  said 
Company;  shall  fill  vacancies  in  their  board,  appoint  a  Secretary, 
Treasurer,  and  such  other  officers  and  agents  as  they  may  deem 
proper;  and  require  bond  for  the  prompt  and  honest  discharge  of 
their  duties,  and  make  all  proper  rules  for  the  holding  of  their  meet- 
ings, and  all  other  rules  not  inconsistent  with  the  general  laws,  which 
they  may  deem  necessary  to  protect  the  interests  of  the  Company. 
They  shall  cause  to  be  kept  accurate  books  of  accounts,  exhibiting 
the  receipts  and  expenditures  of  the  Company.  A  majority  of  the 
Directors  shall  constitute  a  quorum  to  do  business,  and  shall  have 
the  power  of  a  full  board;  and  all  conveyances  and  contracts  in  writ- 
ing, signed  by  the  President  and  countersigned  by  the  Secretary,  or 
any  other  officer  duly  authorized  by  the  Board  of  Directors,  under 
the  seal  of  the  Company,  when  the  same  is  in  execution  of  an  order 
of  the  board,  shall  be  binding  and  valid. 

Sec.  5.  That  so  soon  as  ten  thousand  dollars  of  the  capital  stock 
of  said  Company  is  subscribed,  and  five  per  cent,  thereof  paid  to  the 
Commissioners,  they  shall  cause  the  first  election  to  be  held  for  Direc- 
tors, first  giving  notice  of  the  time  and  place  of  such  election,  by  pub- 
lication in  all  the  newspapers  printed  in  the  town  of  Huntsville,  in 
Walker  county,  Texas;  and  when  said  Directors  so  elected  shall  have 
organized,  the  said  Commissioners  shall  pay  over  to  the  Treasurer  of 
the  Company  all  the  moneys  they  have  received  upon  subscriptions  to 


182 

the  stock  of  the  Company,  and  deliver  to  the  said  Directors  all  the 
books  and  papers  belonging  to  the  Company. 

Sec.  6.  That  said  Company,  when  it  shall  be  organized  under  the 
provisions  of  this  act,  shall  be  and  is  hereby  invested  with  the  right  of 
locating,  constructing,  owning,  operating  and  maintaining  a  railroad, 
commencing  at  a  convenient  point  on  the  Houston  and  Great  North- 
ern Railroad,  and  running  thence  by  the  most  eligible  route  to  the 
town  ot  Huntsville,  in  Walker  county,  Texas;  provided  that  this  road 
shall  not  intersect  at  a  point  nearer  than  ten  miles  from  the  point  of 
intersection  of  the  Hempstead, Eastern  and  Western  Trunk  Railroad; 
and  provided  further,  that  the  said  railroad  shall  make  its  connection 
with  the  Houston  and  Great  Northern  Railroad  before  said  branch 
road  shall  be  commenced. 

Sec.  7.  That  said  Company  after  its  organization,  in  pursuance 
of  this  act,  under  the  Board  of  Directors,  shall  have  power  to  receive 
further  subscriptions  to  the  capital  stock  of  said  Company,  until  the 
whole  amount  shall  have  been  subscribed;  but  five  per  cent,  of  its 
subscriptions  shall  be  paid  at  the  time  of  subscribing,  and  the  Direc- 
tors shall  be  personally  liable  to  said  Company  for  five  per  cent,  of 
all  such  subscriptions  as  they  may  receive  without  such  payment; 
provided,  however,  that  said  Company  may,  by  a  vote  of  a  majority 
of  the  votes  of  the  stockholders,  issue  certificates  of  stock,  to  be 
issued  in  payment  of  any  debt  contracted  for  the  construction  or 
equipment  of  said  road.  Any  agreement  in  writing  to  subscribe  for 
stock  may  be  enforced  according  to  its  terms,  and  if  any  subscriber 
shall  fail  to  pay  any  amount  due  upon  shares  subscribed  for  by  him, 
according  to  the  terms  of  his  subscription,  the  Directors  may  sell  at 
auction,  after  giving  thirty  days  notice,  as  required  at  sheriffs'  sales, 
and  transfer  the  shares  of  such  delinquent  to  the  purchaser;  and 
if  the  proceeds  of  such  sale  shall  not  be  sufficient  to  pay  the  amount 
due,  with  interest  and  charges,  said  delinquent  shall  be  liable  to  the 
Company  for  such  deficiency;  but  if  the  proceeds  shall  exceed  the 
amount  due,  with  interest  and  charges,  he  shall  be  entitled  to  the  ex- 
cess, such  sale  to  be  made  in  the  town  of  Huntsville. 

Sec.  8.  It  shall  be  lawful  for  said  Company  to  enter  upon  and 
purchase,  or  otherwise  take  and  hold,  any  land  necessary  for  the  pur- 
pose of  locating,  constructing  and  maintaining  said  railway,  with  all 
the  necessary  depots  and  other  buildings  connected  with  said  rail- 
way; and  if  they  shall  not  be  able  to  obtain  such  lands  by  agreement 
with  the  owners  thereof,  they  shall   pay  such   compensation  as  shall 


i83 

be  determined,  in  the  manner  provided  in  the  following  section.  The 
land  so  taken  for  the  road-bed  shall  not  exceed  fifty  yards  in  width, 
and  for  depots  and  other  buildings,  only  such  width  as  shall  be  abso- 
lutely necessary. 

Sec.  9.  Any  person  whose  land  has  been  taken  as  aforesaid,  may 
apply  to  the  chief  magistrate  of  the  county  where  the  land  is  situated, 
for  the  appointment  of  three  freeholders,  and  said  magistrate  shall 
thereupon  appoint  a  time  and  place  to  hear  the  applicant  and  the 
Company,  to  whom  shall  be  given  reasonable  notice  of  such  time 
and  place;  and  said  freeholders  shall,  after  being  sworn,  and  having 
heard  the  parties,  determine  the  compensation  to  be  paid  to  the  ap- 
plicant, and  make  return  of  their  award  to  the  next  regular  term  of 
the  District  Court  of  said  county;  and  said  award  may  be  confirmed, 
or  for  any  sufficient  reason  it  may  be  set  aside  by  said  Court,  and  if 
it  be  confirmed,  judgment  shall  be  rendered  thereon  as  in  other  cases. 
In  determining  the  compensation  to  be  paid  as  aforesaid,  the  said 
freeholders  shall  be  governed  by  the  actual  value  of  the  land  at  the 
time  it  was  taken,  and  shall  consider  the  injury  and  benefit  which 
would  result  to  the  adjoining  land  of  the  applicant  by  the  establish- 
ment of  the  railroad;  and  if  the  benefit  shall  exceed  the  injury  the 
applicant  shall  receive  nothing,  but  shall  pay  the  cost. 

Sec.  10.  The  said  Company,  in  its  charges  for  freight  and  passen- 
gers, shall  be  governed  by  the  general  railroad  law;  it  shall  have  the 
right  to  cross  all  public  highways,  and  streets  of  towns  and  cities, 
that  it  may  be  necessary  to  cross  to  establish  said  railway. 

Sec.  11.  That  said  Company  shall  have  the  right  to  connect  their 
road  with  the  Houston  and  Great  Northern  Railroad  at  such  point 
as  they  may  elect;  provided  that  the  road  be  compelled  to  make  a 
full  stop  before  crossing  the  Houston  and  Great  Northern  Railroad, 
or  any  other  road. 

Sec.  12.  That  said  Company  shall  have  power  to  borrow  money, 
and  issue  its  bonds  with  or  without  mortgage;  provided  that  the  same 
be  done  in  conformity  to  the  laws  of  the  State,  this  Act  of  Incorpo- 
ration and  the  By-Laws  of  the  Company. 

Sec.  13.  The  annual  meeting  of  the  stockholders  of  this  Company 
shall  be  held  at  such  time  and  place  as  may  be  designated  in  the  By- 
Laws,  which  shall  be  a  day  for  the  transaction  of  business  by  the 
stockholders,  at  which  time  the  annual  election  for  Directors  shall 
take  place.     Should  the  stockholders  owning  a  majority  of  the  stock 


1 84 

fail  to  meet  on  that  day,  the  Directors  may  appoint  another  day  for 
such  election,  and  an  election  held  on  the  day  appointed  shall  be 
valid.  Directors  elected  under  the  provisions  hereof  shall  hold  office 
until  the  next  annual  meeting,  and  until  their  successors  are  chosen 
and  qualified. 

Sec.  14.  This  Company  shall  be  subject  to  all  general  laws  now 
in  force,  or  which  may  hereafter'  be  in  force,  in  regard  to  running 
over  the  road  of  one  company  by  another,  when  the  public  interests 
or  the  interests  of  commerce  require  it,  and  may  form  a  junction  and 
connect  with  another  road,  in  such  manner  as  may  best  and  most 
certainly  secure  the  construction  of  their  railway. 

Sec.  15.  This  charter  shall  remain  in  force  for  the  period  of  fifty 
years  from  the  date  of  completing  said  road,  provided  the  conditions 
set  forth  are  fully  complied  with,  and  provided  further,  that  the 
Branch  Road  shall  be  completed  in  one  year  after  the  Great  North- 
ern reaches  a  point  opposite  Huntsville. 

Sec.  16.  The  subscriptions  for  stock  may  be  paid  in  land,  pro- 
vided that  the  owner  of  land  who  desires  to  pay  for  his  stock  with 
the  same,  shall  pay  the  full  amount  of  his  subscription  in  lands  at 
the  time  of  subscribing,  at  such  price  as  may  be  agreed  upon  by  the 
subscriber  and  the  person  receiving  such  subscription;  provided,  the 
title  shall  not  vest  in  the  Company  till  the  road  is  completed  from  its 
junction  to  the  town  of  Huntsville. 

Sec.  17.  That  said  Company  shall  have  the  right  of  extension,  un- 
der this  charter,  from  the  Houston  and  Great  Northern  Railway, 
either  eastwardly  or  westwardly,  or  both,  to  make  connections  with 
railroads  first  reached  in  those  directions. 

Sec.  18.  This  Act  shall  take  effect  and  be  in  force  from  and  after 
its  passage. 

Approved  April  4th,  187 1. 


AN    ACT 


TO     INCORPORATE    THE     VICTORIA     AND     COLUMBIA 
RAILROAD    COMPANY. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  George  F.  Rogers,  Thomas  Strime,  Richard  Owens,  H.  S.  Gay- 
lord,  C.  L.  Thurmond,  C.  Cussner,  John  Ragland,  A.  F.  Hall,  James 
Kurs,  John  Brownson,  Charles  Wiesing,  J.  L.  Nicholds,  A.  H.  Crom- 
well, D.  F.  Williams,  J.  E.  Ferguson,  Wra.  M.  Varnell,  T.  W.  House, 
William  Brady,  A.  Gissumo,  James  Mitchell,  A.  J.  Burke,  E.  H.  Cush- 
ing,  J.  S.  Sellers,  J.  M.  Swishm,  John  Sealy,  Gustave  Ranger,  John 
Duncan,  John  Rugeley,  I.N.Dennis,  Geo.  Quinan,  John  W.  Brooks, 
John  Adriance  and  associates  be,  and  they  are  hereby  created  a 
body  corporate  and  politic,  under  the  name  and  style  of  the  "  Vic- 
toria and  Columbia  Railroad  Company,"  and  they  are  hereby  ap- 
pointed Commissioners  to  open  books  and  to  receive  subscriptions 
to  the  capital  stock  of  said  Company.  That*  they  shall  receive  no 
subscriptions  to  said  capital  stock,  unless  five  per  cent,  thereon  be 
paid  in  cash  at  the  time  of  subscribing,  and  if  they,  or  either  of 
them  shall  receive  subscription  to  said  stock  without  five  per  cent, 
being  paid  as  aforesaid,  the  said  Commissioner  or  Commissioners 
who  shall  do  so,  shall  be  personally  liable  for  the  payment  of  said 
five  per  cent,  on  the  amount  of  stock  so  subscribed  to  the  corpora- 
tion when  organized.  A  majority  of  said  Commissioners  shall  con- 
stitute a  quorum  to  do  business,  and  they  may  hold  their  meetings  at 
such  times  and  places  as  a  majority  shall  determine;  provided  that 
public  notice  be  given  of  all  meetings,  in  some  newspaper  published 
in  Victoria  county,  or  such  other  paper  as  they  may  previously  agree 
upon,  at  least  thirty  days  before  any  such  meeting. 

Sec.  2.  Whenever  two  hundred  thousand  dollars  of  the  capital 
stock  of  said  Company  shall  have  been  subscribed  for,  and  five  per 
cent,  thereof  paid  in,  as  contemplated  in  the  first  section,  the  stock- 
holders shall  be  called  together  by  said  Commissioners,  and  an  elec- 
tion held  for  President  and  Directors  of  said  Company  (thirty  days' 
notice  of  said  meeting  to  be  given  in  the  manner  pointed  out  in  first 
section);  and  at  said  election  and  all  other  elections  held  by  the  stock- 


1 86 

holders,  there  shall  be  but  one  vote  cast  for  each  share,  which  may 
be  owned  by  the  holder  thereof,  or  by  proxy.  And  whenever  the 
said  Victoria  and  Columbia  Railroad  Company  shall  be  organized 
by  the  election  of  President  and  Directors,  it  shall  have  the  power 
and  capacity,  in  said  corporate  name,  to  make  contracts,  to  have  suc- 
cession and  a  common  seal,  to  make  by-laws  for  the  regulation  and 
government  thereof,  to  sue  and  be  sued,  to  plead  and  be  impleaded, 
to  grant  and  receive;  and  general  powers  to  do  and  perform  all  such 
acts  as  may  be  necessary  and  proper  for  or  incident  to  the  fulfill- 
ment of  its  obligations,  and  attaining  the  ends  for  which  it  is  created, 
and  for  the  maintenance  of  the  rights  and  privileges  of  said  Com- 
pany under  this  Act,  if  not  in  violation  of  the  Constitution  and  laws 
of  this  State,  or  of  the  Constitution  or  laws  of  the  United  States. 

Sec.  3.  The  capital  stock  of  said  Company  shall  be  two  millions 
of  dollars,  with  the  privilege  of  increasing  the  same  to  three  millions. 
The  said  Corporation  is  hereby  given  the  power  and  right  of  locat- 
ing, constructing,  owning  and  managing  a  railway,  commencing  at 
the  town  of  Victoria,  in  Victoria  county,  at  such  point  east  or  north 
of  San  Antonio  and  Mexican  Gulf  Railroad,  as  the  said  Company 
may  deem  proper,  so  as  not  to  interfere  with  any  houses  that  now 
exist,  or  the  lots  on  which  they  are  built,  without  the  approbation  of 
the  owners  thereof,  and  running  thence  by  the  most  suitable  routes 
or  line  to  the  Brazos  river,  at  the  town  of  Columbia,  in  the  county 
of  Brazoria,  or  commencing  at  Columbia,  on  the  Brazos  river,  and 
run  on  the  most  practicable  route  to  the  town  of  Victoria,  termin- 
ating at  or  n#ar  the  San  Antonio  and  Mexican  Gulf  Railroad,  as  the 
Directors  may  deem  proper,  or  the  interest  of  the  Company  require. 
The  said  Victoria  and  Columbia  Railroad  Company  shall  have  the 
right  and  privilege  of  constructing  bridges  across  any  intervening 
river,  or  water-course,  between  the  town  of  Victoria  and  Brazos  river, 
to  enable  them  to  carry  out  the  objects  of  this  Act;  provided  said 
bridges  are  so  constructed  as  not  to  impede  or  in  any  wise  obstruct 
the  navigation  of  any  of  said  water  courses,  or  rivers,  that  are  navi- 
gable. That  the  capital  stock  of  said  Company  shall  be  divided 
into  shares  of  one  hundred  dollars  each,  each  share  thereof  entitling 
the  holder  or  owner  to  one  vote  in  person,  or  by  proxy  (as  herein- 
before named),  at  all  meetings  of  said  Company  for  the  transaction 
of  business.  Said  shares  are  to  be  held  and  considered  as  personal 
property,  and  may  be  sold  or  transferred  in  any  manner  provided  by 
the  by-laws  of  the  Company,  the  transfer  to  be  recorded  in  a  book 
to  be  kept  for  said  purpose,  and  subject  to  inspection  by  any  person 


187 

interested;  and  the  President  and  Directors  shall,  at  their  first  meet- 
ing after  the  organization  of  the  Company,  or  as  soon  thereafter  as 
practicable,  establish  by-laws  for  the  government  of  the  corporation, 
and  publish  the  same  in  some  newspaper  at  Victoria  or  Houston. 
The  Board  of  Directors  shall  have  the  immediate  control  and  man- 
agement of  the  affairs  of  said  Company,  and  shall  be  elected  as  fol- 
lows: The  stockholders  shall,  at  the  meeting  named  in  the  second 
section,  vote  for  one  person  as  President,  and  for  six  others  as  Di- 
rectors, and  no  person  shall  be  eligible  as  President  or  Director  un- 
less, at  the  time  of  the  election,  he  is  owner  of  at  least  three  shares 
of  the  capital  stock  of  said  Company,  and  shall  have  paid  in  the 
amount  required  on  said  stock. 

Sec.  4.  In  all  meetings  of  the  Directors,  a  majority  shall  consti- 
tute a  quorum  to  do  business.  The  President  shall  preside  at  all 
meetings,  and  in  his  absence  from  any  cause,  the  Directors  shall  ap- 
point one  of  their  number  President,  pro  tern.  The  President  shall 
have  no  vote  on  any  question  before  the  Directors,  except  in  case  of 
a  tie  (or  when  the  Directors  are  equally  divided  in  opinion),  in  which 
case  he  shall  have  the  casting  vote.  The  Directors  shall  have  the  power 
to  appoint  a  clerk,  treasurer,  and  all  other  officers  and  servants  neces- 
sary to  enable  the  Company  to  fulfill  the  objects  for  which  it  is 
created,  and  require  bonds,  with  good  and  sufficient  surety,  for  the 
performance  of  their  several  duties,  in  such  amounts  as  they  may  fix 
by  their  by-laws,  and  they  shall  have  power  to  fill  any  vacancy  in 
their  own  body  by  electing  a  suitable  person,  or  persons,  from  among 
the  stockholders.  The  President  and  Directors  shall  hold  their  office  for 
two  years,  and  until  their  successors  are  elected  and  qualified.  After 
the  first  election,  an  election  for  President  and  Directors  shall  be  held 
by  the  stockholders  on  the  first  Saturday  in  November,  every  second 
year  after  said  first  election,  or  as  soon  thereafter  as  practicable;  and 
each  President  and  Director,  before  entering  upon  the  duties  of  his  of- 
fice shall  take  and  subscribe  an  oath,  before  some  person  authorized  to 
administer  oaths,  to  well  and  truly  perform  the  duties  of  his  office  to 
the  best  of  his  ability  and  understanding.  They  shall  keep,  or  cause 
to  be  kept,  correct  records  of  the  meetings  and  proceedings  of  the 
Directors  and  stockholders  of  the  Company,  and  accurate  books, 
and  accounts  of  all  the  receipts  and  expenditures  of  the  Company, 
and  all  other  books  and  accounts  necessary  to  be  kept  by  such  Com- 
panies, which  books  shall  be  open  to  the  inspection  of  all  the  stock- 
holders and  other  parties  interested.  A  quorum  of  the  Board  of 
Directors  shall  have  all  the  powers  of  a  full  board.     All  conveyances 


1 88 

and  contracts,  signed  by  the  President  and  Treasurer,  or  by  any  other 
person  authorized  by  the  Directors,  under  the  seal  of  the  Company, 
and  in  pursuance  of  a  vote  of  the  Directors,  shall  be  valid  and  fully 
binding. 

Sec.  5.  At  the  first  meeting  of  the  Directors,  and  after  their  elec- 
tion, as  required  in  the  second  section,  the  Commissioners  shall  pay 
over  to  the  Directors  all  the  funds  they  may  have  received  for  the 
stock,  and  said  Directors  shall  have  power  to  receive  further  sub- 
scriptions to  the  capital  stock  of  said  Company,  from  time  to  time, 
until  the  whole  amount  of  the  capital  stock  shall  be  subscribed;  and 
five  per  cent,  of  all  subscriptions  shall  be  paid  at  the  time  of  sub- 
scribing, and  the  Directors  shall  be  personally  liable  for  the  five  per 
cent,  on  the  amount  of  stock  subscribed  to  the  stockholders,  for  all 
stock  subscribed  without  the  payment  of  said  five  per  cent.  Provided, 
that  said  Directors,  by  a  concurrent  vote  of  a  majority  of  the  stock- 
holders, may  cause  certificates  of  stock  to  be  issued  in  payment  of 
any  debt  or  liability  contracted  for  the  construction  or  equipment  of 
their  road;  and  any  agreement,  in  writing,  whereby  any  person  shall 
become  a  subscriber  to  the  capital  stock  of  said  Company,  shall  be 
enforced  against  him,  in  accordance  with  its  terms.  If  any  sub- 
scriber shall  fail  to  pay  any  amount  due  upon  any  shares  subscribed 
for  by  him,  according  to  the  terms  of  his  subscription,  the  Directors 
may,  after  twenty  days  notice,  sell  at  auction  the  shares  so  sub- 
scribed for  by  the  delinquent,  and  transfer  said  shares  to  purchasers 
thereof.  If  the  proceeds  of  said  sale  be  not  sufficient  to  pay  the 
amount  due,  with  interest  and  charges,  the  delinquent  shall  be  held 
liable  to  the  Company  for  the  deficit;  but  if  the  proceeds  exceed  in 
amount  of  liability,  he  shall  receive  the  excess. 

Sec.  6.  It  shall  be  lawful  for  the  Company  to  purchase  and  hold 
any  land  that  may  be  necessary  for  the  purpose  of  constructing  and 
maintaining  said  railway,  with  all  depots  and  other  buildings,  and  by 
their  engineers  or  agents  enter  upon  and  take  possession  of  all  such 
lands  as  may  be  necessary  for  the  locating,  constructing  and  main- 
taining said  railway;  and  if  they  shall  not  be  able  to  obtain  said  lands 
by  agreement  with  the  owner  or  owners  thereof,  they  shall  pay  such 
amount  for  the  same  as  shall  be  determined  in  the  manner  provided 
in  the  following  section.  The  land  so  taken  for  the  railroad,  shall 
not  exceed  in  width  fifty  yards,  and  for  depots  and  other  buildings, 
only  such  further  width  as  may  be  necessary. 

Sec.  7.     Any  person  from  whom  lands  may  be  taken  for  the  pur- 


1 89 

poses  set  forth  in  the  preceding  sections,  may  apply  to  the  District 
or  County  Court  where  the  land  is  situated,  for  the  appointment  of 
appraisers,  and  said  Court,  after  proof  that  the  President  and  Direc- 
tors of  the  Company  have  been  notified  of  such  application  ten  days 
before  holding  said  Court,  shall  appoint  three  disinterested  free- 
holders of  the  county,  who  shall  appoint  and  fix  a  time  for  hearing 
the  complaint,  and  the  Company,  to  whose  President  a  reasonable 
notice  shall  be  given  of  the  time  and  place  of  hearing  the  applica- 
tion, shall  attend  the  meeting  in  person  or  by  an  authorized  agent  or 
attorney;  the  freeholders,  after  being  duly  sworn,  shall  hear  the  ap- 
plication and  determine  the  amount  of  damages  to  be  awarded  the 
party  or  parties  whose  land  has  been  appropriated  by  the  Company, 
and  make  return  thereof  to  the  Court  from  whence  the  order  eman- 
ated, or  by  which  the  commission  of  freeholders  was^  appointed;  pro- 
vided, that  when  the  amount  of  the  award  exceeds  the  jurisdiction  of 
the  County  Court,  the  return  shall  be  made  to  the  District  Court  at 
its  next  session,  and  the  Court  where  said  return  shall  be  made  shall 
act  thereon  summarily  and  confirm  or  reject  the  award  of  the  free- 
holders, in  the  same  manner  as  awards  of  arbitrators  in  ordinary 
cases.  In  determining  the  amount  of  compensation  to  be  paid  as 
aforesaid,  the  freeholders  shall  be  governed  by  the  value  of  the  land 
at  the  time  it  was  taken;  taking  into  consideration  the  injury  or 
benefit  done  to  other  neighboring  lands  of  the  owner  by  the  estab- 
lishment of  said  railroad.  If,  in  any  case,  the  amount  found  by  the 
arbitrators  shall  not  exceed  the  sum  offered  by  the  Company,  as 
shown  on  the  trial,  to  the  owner  prior  to  his  application  to  the 
Court,  the  owner  shall  pay  the  costs  of  the  proceedingsT"  otherwise 
the  costs  shall  be  paid  by  the  Company. 

Sec.  8.  That  the  said  Company  shall  be  authorized  to  borrow 
money  and  issue  the  bonds  thereof  and  negotiate  the  same  by  sale  or 
otherwise,  as  the  interest  of  the  Company  may  render  meet  arid 
proper. 

Sec.  9.  Upon  the  application  in  writing  of  one-fourth  of  the 
stockholders,  the  President  shall  call  a  meeting  of  the  stockholders 
and  Directors;  and  upon  the  demand  of  two-thirds  of  the  stock- 
holders the  President  shall  remove  any  one,  or  all  the  Directors,  and 
order  a  new  election;  and  the  President  shall,  upon  the  application 
of  two-thirds  of  the  stockholders,  be  removed  by  a  majority  of  the 
Directors  concurring;  and  in  such  event,  the  Directors  shall  appoint 
one  of  their  number  President  pro  te?n.;  and  the  said  President  pro 


190 

tern.,  shall  order  an  election  for  a  President,  to  fill  out  the  unexpired 
term  of  the  President  removed.  Notice  of  thirty  days  shall  be  given 
of  all  elections,  by  publication  in  some  newspaper  published  at  Vic- 
toria, Columbia  or  Houston. 

Sec.  10.  The  Company  is  hereby  required,  at  all  reasonable 
times,  and  for  reasonable  compensation,  to  draw  over  their  road  the 
passengers,  merchandise  and  cars  of  any  other  railroad  company 
which  has  been,  or  may  be  hereafter,  authorized  by  the  Legislature 
to  enter  with  their  railroad  and  connect  with  the  railroad  of  this 
Company;  and  if  the  respective  companies  shall  not  be  able  to  agree 
upon  the  compensation  aforesaid,  it  shall  be  the  duty  of  the  Presi- 
dents of  said  companies  each  to  choose  a  disinterested  person,  w#io 
is  not  a  stockholder  in  either  of  the  corporations,  and  if  the  two 
cannot  agree,  they  may  call  in  a  third  disinterested  person  to  decide, 
as  umpire,  and  they  shall  fix  the  rates,  which  shall  not  be  changed  in 
twelve  months  after  the  time  of  going  into  effect.  The  aforesaid 
Commissioners  or  Referees  shall  also  determine  the  periods  when 
said  cars,  merchandise  and  passengers  are  to  be  drawn  over  said 
road,  as  aforesaid,  having  in  view  the  interest  and  convenience  of  the 
corporations  and  the  public  that  may  be  accommodated  thereby. 
The  right  and  power  is  also  conferred  on  this  Company  to  connect 
and  contract  with  any  railroad  heretofore  chartered,  or  that  may  be 
chartered  hereafter  by  this  State,  for  the  performance  of  like  trans- 
port of  passengers,  merchandize  and  cars;  and  in  case  of  disagree- 
ment of  the  companies  as  to  the  right,  the  same  shall  be  referred  to 
and  settled  by  Referees  or  Commissioners,  as  aforesaid,  for  the  same 
time  with  same  effect. 

Sec.  11.  That,  in  order  to  assist  this  Company  in  the  construc- 
tion and  putting  in  running  order  the  railroad  as  herein  contemplated, 
a  donation  or  bonus  of  sixteen  sections  of  land  (of  six  hundred  and 
forty  acres  each)  to  each  mile  of  railroad  which  the  Company  may 
construct  and  put  in  running  order,  and  the  Commissioner  of  the 
General  Land  Office  is  authorized  and  required  to  issue  to  the  Presi- 
dent and  Directors  of  said  Company  certificates  for  said  sixteen  sec- 
tions, of  six  hundred  and  forty  acres  each,  for  each  mile,  whenever 
twenty-five  miles  of  said  railroad  are  completed  and  put  in  running 
order;  and  lor  every  succeeding  twenty-five  miles  of  said  railroad  so 
completed  and  put  in  running  order,  a  like  number  of  certificates 
for  a  like  amount  of  land  shall  be  issued  from  time  to  time,  until  the 
road  is  completed,  and  sixteen  sections  to  the  mile  are  received  for 
each  mile  thereof. 


I9i 

Sec.  12.  That  the  railroad  herein  named  shall  be  commenced  on 
or  before  the  first  day  of  January,  1868,  and  twenty-five  miles  thereof 
put  in  running  order  by  the  first  day  of  January,  1870,  or  this  fran- 
chise shall  be  forfeited. 

Sec.  13.  That  in  order  to  render  the  Victoria  and  Columbia  Rail- 
road more  useful  to  the  public,  power  and  authority  is  hereby  given 
the  said  Railroad  Company  to  construct  a  bridge  across  the  Brazos 
river  at  such  point,  at  or  near  the  town  of  Columbia,  as  the  Direc- 
tors of  said  Company  may  determine,  so  as  to  form  a  connection 
with  the  railroad  now  in  existence  from  Columbia  to  Houston;  pro- 
vided the  said  bridge  be  so  constructed  as  not  to  impair  or  obstruct 
the  navigation  of  said  Brazos  river. 

Sec.  14.  That  this  Company  shall  be  subject  to  the  provisions, 
and  entitled  to  the  benefits,  of  any  general  provisions  or  laws  which 
have  been,  or  may  hereafter  be,  enacted  by  the  Legislature  regulating 
or  encouraging  the  construction  of  railroads. 

Sec.  15.  That  the  Victoria  and  Columbia  Railroad  Company 
shall  have  the  privilege  of  fixing  the  eastern  terminus  of  their  road  at 
the  town  of  Wharton,  in  Wharton  county,  and  to  connect  with  any 
company,  in  order  to  complete  their  railroad,  that  they  may  be  able 
to  make  arrangements  with,  consistent  with  the  interests  of  said  com- 
panies; and  that  the  further  privilege  be  given  said  Railroad  Com- 
pany of  consolidating  or  uniting  with  any  other  railroad  company 
having  a  charter,  to  construct  a  railroad  from  Columbia,  to  Whar- 
ton, or  to  any  other  place  west  of  Columbia,  and  in  the  direction  of 
Victoria;  provided  that  nothing  herein  contained  shall  authorize  said 
Company  to  stop  short  of  Victoria,  and  that  this  act  shall  be  in  force 
for  twenty-five  years,  and  shall  then  expire,  unless  revived  or  ex- 
tended, and  shall  be  in  force  and  have  effect  from  and  after  its  pas- 
sage. 

Approved  November  13,  1866. 


192 
AN  ACT 

Supplementary  to  "An  Act  to  incorporate  the  Victoria  and  Columbia 
Railroad  Company,"  approved  November  13,  1866. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  charter  of  said  Company,  approved  November  13,  1866,  is 
hereby  revived  and  made  valid;  and  in  order  that  no  doubt  may  ex- 
ist as  to  the  validity  of  said  charter,  and  all  the  rights  and  privileges 
therein  conferred,  the  same  is  hereby  recognized  as  being  in  full 
force  and  effect,  except  the  rights  and  privileges  contained  in  Section 
11  of  said  original  charter. 

Sec.  2.  The  time  for  the  commencement  of  the  railroad  named 
herein  and  provided  for  in  the  Twelfth  Section  of  the  above  recited 
act,  to  which  this  is  a  supplement,  is  hereby  extended  to  the  first 
day  of  January,  1872,  and  said  Company  shall  have  the  right  to  com- 
plete the  first  twenty-five  miles  of  said  road,  and  put  the  same  in  run- 
ning order,  by  or  before  the  first  day  of  January,  1873,  any  provision 
in  the  said  act  to  the  contrary  notwithstanding. 

Sec.  3.  That  John  Duncan,  E.  S.  Rugeley,  A.  H.  Cromwell, 
Richard  Owens,  Thomas  M.  Harwood,  Richard  King,  and  William 
P.  Hardeman,  are  hereby  named  as  Commissioners  to  organize  said 
Company  pursuant  to  the  terms  of  said  charter.  The  Commission- 
ers heretofore  named  and  appointed  in  the  First  Section  of  said  act 
having  failed  to  organize  the  same,  and  all  the  rights,  powers  and  du- 
ties granted  to  or  required  of  the  Commissioners  appointed  in  the 
First  Section  of  said  act  by  the  terms  thereof,  are  hereby  conferred 
on,  and  required  of,  the  said  Commissioners  herein  named. 

Sec.  4.  Said  Company  are  hereby  authorized  to  extend  their  rail- 
road from  the  town  of  Victoria  to  the  Rio  Grande  river,  striking  said 
river  at  or  below  Laredo,  and  to  this  end  are  hereby  granted  the 
right  of  way  from  the  town  of  Victoria  to  the  Rio  Grande  river,  upon 
the  same  terms  and  conditions  as  that  part  of  their  line  from  Colum- 
bia to  Victoria,  and  all  the  rights,  privileges  and  interests  of  every 
character  granted  in  said  original  act,  for  that  part  of  said  road  be- 
tween Columbia  and  Victoria,  are  hereby  conferred  and  vested,  in 
every  respect  whatsoever,  upon  that  part  of  their  line  beyond  Vic- 
toria to  the  Rio  Grande  river,  so  that  the  same  shall  be  in  effect  one 
and  the  same  line;  and  the  said  Company  are  hereby  authorized  to 
enlarge  their  capital  stock  to  ten  millions  dollars. 


193 

Sec.  5.  Said  Company  are  further  authorized  to  construct  branch 
railroads  from  any  points  on  their  main  line  to  such  points  on  the 
Gulf  of  Mexico  as  they  may  deem  best,  provided  said  branch  rail- 
roads do  not  affect  injuriously  any  roads  now  chartered;  said  branch 
railroads  to  be  entitled  to  all  the  rights  and  privileges,  and  subject 
to  all  the  restrictions  relating  to  their  said  main  line. 

Sec.  6.  If  the  State  of  Texas  hereafter  passes  any  general  law, 
the  object  of  which  is  to  aid  in  the  construction  of  railroads,  there- 
upon the  Company  owning  this  charter  will  be  invested  with  all  the 
rights  and  privileges  conferred  by  said  law  on  any  other  Company. 

Approved  August  13,  1870. 


194 


AN  ACT 

To  consolidate  the  Houston  Tap  and  Brazoria  Railway,  the  Hunts- 

ville  Branch  Railway,  and  the  Victoria  and  Columbia  Railroad 

with  the  Houston  and  Great  Northern  Railroad. 

Whereas,  The  Houston  and  Great  Northern  Railroad  Company 
are  the  owners,  by  purchase  at  sale  on  foreclosure  of  mortgage  by 
the  State,  and  otherwise,  of  the  Houston  Tap  and  Brazoria  Railway; 
and 

Whereas,  Said  Houston  and  Great  Northern  Railroad  Company 
own  all  the  stock  of  the  Huntsville  Branch  Railway,  and  are  oper- 
ating eight  (8)  miles  of  road  under  the  charter  thereof;  and 

Whereas,  Said  Houston  and  Great  Northern  Railroad  Company 
are  the  owners  of  the  stock  of  the  Columbia  and  Victoria  Railroad 
Company;  therefore, 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  Houston  Tap  and  Brazoria  Railway,  and  the  Huntsville 
Branch  Railway,  and  the  Columbia  and  Victoria  Railroad,  are  here- 
by made  and  declared  to  be,  to  all  intents  and  purposes  in  law,  a 
part  of  the  Houston  and  Great  Northern  Railroad,  and  shall  be  un- 
der the  control  and  management  of  the  said  Houston  and  Great 
Northern  Railroad,  in  like  manner  as  every  other  part  of  their  rail- 
road; and  all  rights,  privileges  and  franchises  granted  or  secured  in 
the  charter  of  either  or  all  of  the  aforesaid  corporations  shall  inure 
to  and  be  exercised  and  enjoyed  by  the  said  Houston  and  Great 
Northern  Railroad  Company,  as  fully  and  to  the  same  extent  as  they 
could  have  been  by  either  of  said  companies;  provided  that  nothing 
herein  contained  shall  have  any  effect  to  relieve  said  consolidated 
company,  or  said  Houston  Tap  and  Brazoria  Railway,  from  any 
debt  or  liability  whatever,  to  which  either  of  said  roads  may  be  liable 
without  this  act. 

Sec.  2.  Be  it  further  enacted,  That  this  act  shall  take  effect  from 
and  after  its  passage. 

Approved  May  8th,  1873. 


AN     ACT 


TO    INCORPORATE    THE    INTERNATIONAL    RAILROAD 
COMPANY,  AND  TO  PROVIDE    FOR  THE  AID 
OF  THE  STATE  OF  TEXAS  IN  CON- 
STRUCTING THE  SAME. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  James  W.  Barnes,  T.  W.  House,  John  H.  Burnett,  Richard 
King,  and  David  Bell,  of  the  State  of  Texas,  and  Henry  G.  Mar- 
quand,  Thomas  W.  Pearsall,  Paul  N.  Spofford,  J.  N.  A.  Griswold, 
John  S.  Kennedy,  Gardiner  G.  Howland,  Edwin  Thorn,  H.  W.  Gray, 
Ianus  A.  Roosevelt,  and  Francis  Skiddy,  of  the  State  and  City  of 
New  York,  Thomas  Allen,  of  the  City  of  St.  Louis,  Missouri,  and 
Isham  Cherry,  of  Texas,  and  their  associates  and  successors,  be,  and 
they  are  hereby  constituted  and  created  a  body  corporate,  by  the 
name  and  style  of  "The  International  Railroad  Company,"  and  by 
said  name  shall  have  succession  and  a  common  seal,  with  capacity 
to  make  contracts,  and  in  its  said  corporate  name  to  sue  and  be 
sued,  to  grant  and  receive,  to  make  by-laws  for  its  general  govern- 
ment and  the  management  of  its  business,  and  generally  to  do  and 
perform  all  such  acts  and  things  as  may  be  necessary  and  proper  for 
or  incidental  to  the  fulfillment  of  its  obligation,  or  the  maintenance 
of  its  rights  under  this  act,  consistent  with  the  Constitution  of  this 
State,  and  of  the  United  States;  and  the  said  above  named  corpora- 
tors shall  constitute  a  Board  of  Directors  for  the  time  being,  a  ma- 
jority of  whom  shall  constitute  a  quorum  to  do  business,  and  shall 
meet  at  such  time  and  place  as  may  be  designated  by  a  majority  of 
the  corporators  above  named,  and  from  their  own  number  shall 
elect  a  President  and  Vice-President,  and  appoint  a  Secretary  and 
Treasurer,  and  such  other  officers  as  they  may  deem  necessary  for 
their  organization,  who  shall  hold  their  offices  until  their  successors 
are  elected,  as  hereinafter  provided. 

Sec.  2.  Said  Company  is  hereby  authorized  to  construct,  own  and 
maintain,  and  to  equip  and  operate  a  continuous  line  of  railway, 
with  a  single  or  double   track   of   four  feet  eight  and  one-half  inches 


196 

guage,  as  well  as  a  telegraph  line  from  such  point  on  Red  River  as 
nearly  opposite  the  town  of  Fulton,  in  the  State  of  Arkansas,  as  may- 
be found  expedient  in  forming  a  junction  with  the  railroad  known 
and  designated  as  the  "Cairo  and  Fulton  Railway,"  now  being  con- 
structed from  a  point  on  the  Mississippi  river,  opposite  Cairo,  Illi- 
nois, to  said  town  of  Fulton,  by  the  most  practicable  and  expedient 
route  across  the  State  of  Texas,  by  way  of  the  cities  of  Austin  and 
San  Antonio,  to  the  Rio  Grande  river,  at  such  point  at  or  near  La- 
redo as  may  be  selected  by  said  Company  as  affording  the  best 
facilities  for  a  continuation  of  said  railroad  to  the  City  of  Mexico 
and  to  the  Pacific  Ocean,  at  or  near  San  Bias  or  Mazatlan;  and,  in 
the  event  that  it  shall  not  be  expedient  or  practicable  to  build  said 
road  so  as  to  touch  the  City  of  Jefferson,  in  Marion  county,  Texas, 
said  Company  is  further  authorized  to  construct,  have,  hold  and 
operate  a  railway  and  telegraph  line  from  a  point  at  or  near  the  said 
City  of  Jefferson,  in  the  State  of  Texas,  northwesterly  from  Jefferson, 
not  to  exceed  thirty  miles  in  length,  to  such  point  of  intersection 
with  said  main  trunk  line  as  may  be  found  most  suitable  and  con- 
venient to  facilitate  the  speedy  construction  of  said  main  trunk  road; 
and  said  Company  may  commence  and  carry  on  the  construction  of 
its  railroads  from  such  point  or  points  on  its  main  trunk  line  as  may 
be  found  convenient  for  the  transportation  of  material  and  supplies, 
by  means  of  intersecting  railroads  built  and  to  be  built,  and  by 
navigable  streams  in  the  State  of  Texas. 

Sec.  3.  The  State  of  Texas  hereby  grants  to  said  Company  the 
right  of  way,  to  the  extent  of  two  hundred  feet  in  width,  over  all 
lands  in  the  State  along  the  line  of  its  railroad  for  the  tracks  thereof, 
and  the  use  of  such  amount  of  said  lands  as  may  be  actually  neces- 
sary for  sidings,  turnouts,  depots,  station-houses  and  machine  shops, 
and  for  the  location  and  maintenance  of  wells,  water  tanks,  and 
other  necessary  buildings  incidental  to  its  uses  and  "purposes  in  the 
construction  and  operation  of  said  railway;  also  the  right  to  take 
from  all  lands  belonging  to  the  State,  within  five  miles  of  the  located 
line  of  its  said  railroad,  such  timber,  rock,  earth  and  other  materials 
as  may  be  needed  for  the  construction  and  operation  of  its  railroad; 
also  the  right  to  cross  and  bridge  all  rivers  and  water  courses,  and 
construct,  operate  and  maintain  ferries  along  said  line,  subject  to 
the  laws  of  the  State  in  regard  to  the  navigation  thereof,  including 
herein  the  right,  so  far  as  the  jurisdiction  of  the  State  extends,  to 
bridge  said^Red  and  Rio  Grande  rivers;  also,  the  right  to  cross  the 
track  of  any  other  railway  along  said  line  which  it  may  intersect. 


i97 

Sec.  4.  It  shall  be  lawful  for  said  Company  to  enter  upon  and 
purchase,  and  otherwise  take  and  hold  any  lands  necessary  for  the 
purpose  of  establishing  and  constructing  said  railway,  and  all  neces- 
sary depots,  sidings,  turnouts,  machine  shops  and  other  buildings; 
and  if  they  shall  not  be  able  to  obtain  said  lands  by  agreement  with 
the  owners  thereof,  they  shall  pay  such  compensation  as  shall  be  de- 
termined in  the  manner  provided  by  the  following  section:  Pro- 
vided, that  the  land  so  taken  by  the  road-bed  shall  not  exceed  two 
hundred  feet  in  width — and  for  depots,  turnouts,  machine  shops  and 
buildings,  only  such  further  width  as  may  be  needed  for  such  pur- 
pose. 

Sec.  5.  Any  person  or  persons  whose  land  has  been  taken  as 
aforesaid,  without  agreement  or  satisfactory  compensation,  may  apply 
to  the  District  Court  of  the  county  in  which  said  land  is  situated  for 
the  appointment  of  appraisers,  and  said  Court  shall  thereupon  ap- 
point three  disinterested  freeholders  of  said  county,  who  shall  ap- 
point a  time  and  place  to  hear  the  applicant  and  said  Company,  to 
whom  shall  be  given  by  said  freeholders  reasonable  notice  of  the 
time  and  place  of  said  hearing;  and  said  freeholders  shall,  after  being 
duly  sworn,  and  after  due  hearing  of  the  parties,  determine  the 
amount  of  compensation,  if  any,  to  which  the  applicant  may  be  en- 
titled, and  make  return  of  their  award  at  the  next  succeeding  term 
of  said  Court;  and  said  award,  if  not  rejected  by  said  Court  for  suf- 
ficient cause  then  shown,  shall  be  entered  up  as  the  judgment  of  said 
Court.  In  determining  the  question  of  compensation,  said  free- 
holders shall  be  governed  by  the  actual  value  of  said  land  at  the 
time  it  was  taken,  taking  into  consideration  the  benefits  or  injuries 
done  to  other  lands  or  property  of  its  owner  by  the  establishment  of 
said  railway,  and  if  the  amount  of  compensation  awarded  by  said 
freeholders  shall  not  exceed  the  amount  offered  by  said  Company  to 
the  owner  prior  to  said  application  to  the  Court,  the  applicant  shall 
pay  the  cost  of  the  proceedings,  otherwise  the  Company  shall  pay 
the  same.  During  the  inquiry  as  to  the  value  of  said  land,  or  the 
damage  done  to  the  estate  of  the  owner,  said  Company  shall  in  no 
manner  be  molested  or  hindered  in  the  prosecution  of  their  work 
thereon,  or  occupation  of  the  same,  by  any  writ  or  process  from  any 
Court  of  this  State,  but  all  officers  of  the  law  are  authorized  and  re- 
quired to  render  prompt  assistance  to  said  Company  in  the  premises. 

Sec.  6.  The  capital  stock  of  said  Company  shall  not  exceed 
twenty-five  millions  of  dollars,  divided  into  shares    of  one   hundred 


198 

dollars  each.  Each  share  shall  entitle  the  owner  thereof  to  one  vote, 
either  personally  or  by  proxy,  at  all  meetings  of  the  Company;  pro- 
vided, that  any  action  or  vote  of  three-fourths  of  said  stock,  ex- 
pressed in  writing  or  by  vote  at  any  meeting  of  said  Company,  shall 
be  binding  on  all  the  stock  of  said  Company;  said  shares  shall  be 
deemed  personal  estate,  and  shall  be  transferable  by  any  conveyance 
in  writing,  recorded  by  the  Secretary  in  the  books  of  the  Company, 
kept  by  him  in  his  office,  or  in  such  other  or  further  manner  as  the 
by-laws  of  said  Company  may  provide;  and  said  Company  may  es- 
tablish an  office  for  the  transfer  of  its  stock  out  of  the  State,  under 
such  rules  and  regulations  regarding  the  same  as  may  be  deemed 
best  and  expedient,  and  as  shall  be  provided  in  the  by-laws  of  said 
Company. 

Sec.  7.  The  immediate  control  and  direction  of  the  affairs  of 
said  Company  shall  be  vested  in  a  board  of  not  less  than  five  Direc- 
tors, who  shall  elect  from  their  number  one  President  and  one  Vice- 
President.  Whenever  two  millions  of  dollars  of  said  capital  stock 
of  said  Company  shall  have  been  subscribed,  and  five  per  cent,  paid 
to  the  Directors  hereby  temporarily  appointed,  they  shall  call  a  meet- 
ing of  said  subscribers  at  such  time  and  place  as  they  shall  appoint, 
and  the  subscribers  shall  proceed  to  elect  said  Board  of  Directors, 
who  will  thereupon  elect  their  President  and  Vice-President,  as  here- 
in provided,  and  proceed  to  the  appointment  of  all  such  other 
officers  and  agents  as  said  Board  of  Directors  may  consider  neces- 
sary to  the  management  of  the  affairs  of  the  Company.  The  Direc- 
tors shall  have  power  to  fill  any  vacancy  in  their  body  arising  from 
death  or  any  cause,  and  shall,  at  the  time  and  place  of  said  meeting, 
submit  the  by-laws  of  said  Company  for  the  ratification  of  the  said 
stockholders;  which  by-laws  shall  provide  all  necessary  rules  for  the 
holding  of  meetings  and  all  other  things  considered  to  be  necessary 
for  the  carrying  out  of  the  provisions  of  this  charter  and  the  busi- 
ness of  the  Company. 

Sec.  8.  The  principal  office  of  said  Company  shall  be  established 
at  such  point  on  the  line  of  said  railway  as  may  be  deemed  most  con- 
venient for  the  transaction  of  its  business,  and  may  be  moved  from 
time  to  time  to  such  places  on  said  line  as  the  progress  of  the  work 
of  construction  may  render  expedient  and  necessary. 

Sec.  9.  In  order  to  secure  and  promote  the  rapid  construction  of 
said  railway,  and  thereby  afford  cheap  and  necessary  facilities  for 
emigration  into  the  State,  as  well  as  speedy  communication  between 


199 

the  northeastern  and  southwestern  boundaries,  and  with  the  Eastern 
and  Northern  States,  and  to  meet  as  soon  as  practicable  the  wants  of 
the  people  of  this  State,  in  promoting  the  settlement  of  the  vacant 
lands  and  the  development  of  its  resources,  the  State  of  Texas  con- 
sents, binds  and  obligates  itself  to  donate,  and  hereby  grants  to  said 
Company  the  bonds  of  the  State  of  Texas  to  the  extent  and  amount 
of  ten  thousand  dollars  per  mile  for  each  mile  of  said  railroad  con- 
structed under  this  charter;  said  bonds  to  be  of  the  denomination  of 
one  thousand  dollars  each,  payable  to  the  Company  or  bearer  in 
thirty  years  from  the  date  thereof,  with  interest  at  the  rate  of  eight 
(8)  per  cent,  per  annum,  payable  semi-annually,  viz.,  on  the  first  day 
of  January  and  the  first  day  of  July  of  each  year;  said  bonds  to  have 
coupons  attached  for  each  installment  of  interest  which  may  become 
due — which  said  coupons  shall  be  made  payable  upon  presentation 
at  the  City  of  New  York,  through  such  agents  of  the  State  as  the 
Governor  may  select  and  appoint  to  pay  the  same;  said  bonds  shall 
be  signed  by  the  Governor  and  the  Treasurer  of  the  State  of  Texas, 
and  countersigned  and  registered  by  the  Comptroller,  with  the  seal 
of  the  State  of  Texas  affixed  thereto,  and  shall  be  delivered  by  the 
Governor  to  the  President  or  such  other  officer  of  said  Company  as 
shall  be  specially  appointed  to  receive  and  receipt  for  the  same,  on 
the  sworn  statement  of  the  Chief  Engineer  of  said  Company,  and 
the  written  report  of  such  officers  or  agents  of  the  State  as  the  Gov- 
ernor may  have  appointed  for  that  purpose,  that  ten  miles  of  said 
railroad  have  been  completed  in  a  thorough  and  substantial  manner; 
which  affidavit  and  report,  together  with  the  receipt  for  said  bonds, 
shall  be  filed  in  the  office  of  the  Secretary  of  State;  provided,  that 
no  bonds,  under  this  act,  shall  be  issued  to  said  Company  until  it 
shall  have  completed  at  least  twenty  miles  of  said  railroad,  where- 
upon said  bonds  shall  be  issued  and  delivered  for  that  amount  of 
said  railroad,  and  thereafter  for  every  ten  miles,  according  to  the 
terms  and  conditions  of  this  charter.  The  Comptroller  of  the  State 
shall  cause  to  be  assessed  a  tax  upon  all  taxable  property,  real  and 
personal,  in  the  State,  and  upon  all  occupations — proportioned  to 
the  taxes  levied  by  general  law  on  such  property  and  occupations — 
a  sum  sufficient  annually  to  pay  the  accruing  semi-annual  interest  on 
said  bonds,  and  two  per  cent,  as  a  sinking  fund;  which  said  sum  shall 
be  assessed  and  collected,  and  deposited  in  the  Treasury  of  the 
State,  subject  to  the  order  of  the  Governor,  to  meet  the  payment  of 
the  interest  coupons  and  the  principal  of  said  bonds  as  soon  as  and 
whenever  the  same  shall  become  due;  provided,  that  no  greater  tax 


200 

shall  be  assessed  and  collected  by  authority  of  this  section  than  may 
be  needed  from  time  to  time  to  pay  said  interest  and  sinking  fund. 

Sec.  io.  As  a  guarantee  of  the  good  faith  of  the  State,  *and  to  se- 
cure for  the  said  State  bonds  to  be  issued  to  said  Company  under 
the  provisions  of  this  act  the  highest  market  value,  the  State  of  Texas, 
in  consideration  of  the  promises  and  the  undertakings  and  agree- 
ments of  said  Company,  as  hereinbefore  and  hereinafter  set  forth 
and  stated,  hereby  agrees,  promises  and  binds  itself  not  to  issue  or 
put  in  circulation  by  loans,  endorsement  or  otherwise,  its  bonds  or 
obligations  for  all  works  of  internal  improvements,  including  the  do- 
nation herein  made,  to  an  amount  exceeding  twelve  millions  of  dol- 
lars at  any  one  time. 

Sec.  ii.  Said  Company  shall  have  power,  and  is  hereby  author- 
ized to  borrow  money,  or  purchase  property  upon  its  own  credit,  for 
the  purpose  of  constructing  and  maintaining  its  railroads,  and  may 
issue  its  bonds  and  obligations  therefor,  payable  at  such  time  and 
place,  and  at  such  rates  of  interest,  in  the  lawful  money  of  the  United 
States,  or  in  the  gold  coin  of  the  United  States,  or  of  any  foreign 
country,  as  the  Directors  of  said  Company  may  elect;  and  to  secure 
the  payment  of  said  bonds  or  obligations  may  mortgage  its  railroads, 
its  capital  stock,  its  corporate  franchises,  and  any  or  all  of  its  prop- 
erty, real  and  personal,  or  any  part  or  portion  thereof,  in  such  man- 
ner and  form  as  said  Company  or  its  Directors  shall  deem  best  and 
expedient. 

Sec.  12.  That  the  capital  stock  and  property  of  said  Company 
shall  be  exempt  from  the  payment  of  all  taxes  within  the  State  of 
Texas,  of  whatever  name  and  nature,  including  State,  county,  town, 
city  and  municipal  taxes,  for  the  period  of  five  years  after  the  pass- 
age of  this  act. 

Sec.  13.  Said  Company  shall  commence  work  upon  its  railroad 
within  six  months  after  the  passage  of  this  act,  and  shall  complete  at 
least  fifty  (50)  miles  of  said  main  trunk  within  eighteen  months  after 
the  passage  of  this  act,  and  annually  thereafter  seventy-five  miles,  or 
one  hundred  and  fifty  miles  every  two  years,  on  all  said  lines  east  of 
San  Antonio,  and  west  of  that  point  to  the  Rio  Grande  river  forty 
miles  annually,  or  shall  complete  the  same  within  four  (4)  years  after 
reaching  said  City  of  San  Antonio  from  the  East.  The  railroad  of 
said  Company  shall  be  thoroughly  and  substantially  built,  and  fully 
equal  to  the  standard  of  first  class  railroads  in  the  United  States.  Its 


201 

iron  rails  shall  be  of  weight  not  less  than  fifty  pounds  to  the  lineal 
yard,  of  approved  pattern  and  good  quality.  It  shall  provide  a  good 
and  sufficient  amount  of  rolling  stock  for  the  prompt  and  efficient 
operation  of  its  road,  and  shall  establish  depots  and  stations  at  such 
places  as  shall  be  conducive  to  the  interests  of  the  people  and  to  the 
proper  transaction  of  the  business  of  the  Company. 

Sec.  14.  Said  Company  shall  have  the  right  to  connect  itself  with 
any  other  railroad  company  within  or  without  the  State,  and,  under 
such  terms  as  it  shall  deem  best,  to  operate  and  maintain  its  said 
railroad  in  connection  or  consolidation  with  any  such  other  railroad 
Company. 

Sec.  15.  Any  failure  on  the  part  of  said  Company  to  complete  its 
railroad  within  the  time  as  stated  in  this  charter,  shall  work  a  for- 
feiture of  all  further  rights  and  privileges  under  the  same,  provided 
that  such  failure  on  the  part  of  said  Company  be  not  caused  by  do- 
mestic violence,  epidemics,  floods,  or  other  acts  of  God.  In  case  the 
Company  chartered  in  this  act  shall  at  any  time  fail  to  construct  the 
length  of  railroad,  as  hereinbefore  specified,  then  the  Governor  is 
authorized  to  contract  with  any  other  corporation  or  company  for 
the  continued  construction  thereof,  under  the  terms  of  this  charter, 
or  such  part  of  said  railroad  as  may  not  have  been  completed. 

Sec.  16.  The  State  expressly  reserves  the  right  to  regulate  the 
rates  of  freight  and  passage  upon  said  railroad,  making  no  distinc- 
tion between  said  railroad  and  any  other  in  said  State.  Until  the 
same  are  changed,  the  rates  of  charges  for  freight  and  passengers 
shall  be  governed  by  the  laws  at  present  in  force,  and  said  Company 
shall  be,  and  are  hereby  required,  at  all  times,  to  transport  all  classes 
of  people  upon  said  railroad,  upon  equal  terms  and  charges,  without 
any  distinction  whatever. 

Sec.  17.  That  this  Act  shall  take  effect  and  be  in  force  from  and 
after  its  passage. 

Passed  August  5th,  A.  D.  1870. 


Articles  of  Association  and  Consolidation 


BETWEEN   THE 


HOUSTON  ^  GREAT  NORTHERN  RAILROAD  COMPANY 


THE  INTERNATIONAL  RAILROAD  COMPANY, 


Articles  of  association,  amalgamation,  merger  and  consolidation 
by  and  between  the  Houston  and  Great  Northern  Railroad  Company 
of  the  first  part,  and  the  International  Railroad  Company  of  the  sec- 
ond; the  said  parties  being  corporations  organized  and  existing  under 
and  by  virtue  of  the  laws  of  the  State  of  Texas; 

WITNESSETH  THAT, 

Whereas,  The  party  of  the  first  part  was  duly  incorporated  and 
organized  for  the  purpose  of  constructing,  owning,  maintaining  and 
operating  a  continuous  line  of  railway,  extending  from  the  city  of 
Houston,  in  Texas,  to  the  Red  River,  connecting  with  the  Memphis 
and  El  Paso  Railroad,  near  Clarksville,  and  to  extend  the  said  rail- 
way to  the  city  of  Galveston,  and  also  to  form  a  junction  and  con- 
nect with  any  other  railroad  between  Houston  and  Clarksville,  or  at 
either  of  its  termini; 

And  Whereas,  The  said  party  of  the  first  part  became  the  owners 
by  virtue  of  their  acts  of  consolidation,  and  by  purchase  at  sale  on 
foreclosure  of  mortgage  by  the  State  of  Texas,  and  otherwise,  of  the 
property  of  the  Houston  Tap  and  Brazoria  Railway  Company,  a  cor- 
poration duly  organized  for  the  purpose  of  constructing,  owning, 
maintaining  and  operating  a  line  of  railway  from  the  city  of  Houston 
to  the  Buffalo  Bayou,  Brazos  and  Colorado  Railway,  near  Harris- 


203 

burg,  and  running  thence  to  such  points  on  the  Brazos  river  as  may 
be  found  most  suitable,  and  also  to  consolidate  with  any  other  rail- 
road company,  by  a  vote  of  a  majority  of  the  stockholders,  convert- 
ing the  stock,  assets  and  property  with  that  of  any  other  company 
into  one  railroad  company; 

And  Whereas,  The  said  first  party  by  virtue  of  their  act  of  con- 
solidation, and  by  purchase,  own  all  the  stock,  property,  rights  and 
franchises  of  the  Huntsville  Branch  Railway  Company,  a  corporation 
duly  organized  for  the  purpose  of  constructing,  owning,  maintaining 
and  operating  a  railroad,  commencing  at  a  convenient  point  on  the 
Houston  and  Great  Northern  Railroad,  and  running  thence  to 
Huntsville,  in  Walker  county,  in  said  State,  and  to  make  certain  ex- 
tensions and  connections  indicated  by  its  charter; 

And  Whereas,  the  said  first  party  by  virtue  of  their  act  of  con- 
solidation, and  by  purchase,  own  all  the  stock,  property,  rights  and 
franchises  of  the  Victoria  and  Columbia  Railroad  Company,  a  cor- 
poration duly  organized  for  the  purpose  of  constructing,  owning, 
maintaining  and  operating  a  railroad,  extending  from  the  town  of 
Victoria,  in  Victoria  county,  to  the  Brazos  river,  in  said  State,  and 
to  make  certain  extensions  and  connections  indicated  by  its  charter; 

And  Whereas,  The  said  Houston  Tap  and  Brazoria  Railway,  and 
the  said  Huntsville  Branch  Railway,  and  the  said  Victoria  and 
Columbia  Railroad  were  consolidated  with  the  Houston  and  Great 
Northern  Railroad  by  act  of  the  Legislature  of  the  State  of  Texas, 
approved  May  8,  1873,  which  said  act  declares  the  said  roads  to  be, 
to  all  intents  and  purposes,  in  law,  a  part  of  the  Houston  and  Great 
Northern  Railroad,  and  under  the  control  and  management  of  the 
Houston  and  Great  Northern  Railroad,  in  like  manner,  as  every 
other  part  of  their  railroad,  and  that  all  rights,  privileges  and  fran- 
chises granted  or  secured  in  the  charter  of  either  or  all  of  the  afore- 
said corporations  shall  inure  to  and  be  exercised  and  enjoyed  by  the 
said  Houston  and  Great  Northern  Railroad  Company; 

And  Whereas,  The  said  party  of  the  second  part  was  duly  incor- 
porated and  organized  for  the  purpose  of  constructing,  owning,  main- 
taining and  operating  a  continuous  line  of  railway  and  telegraph, 
commencing  at  a  point  on  Red  River,  opposite  the  town  of  Fulton, 
and  extending  across  the  State  of  Texas  to  the  Rio  Grande  river,  near 
Laredo,  and  to  construct  branch  lines  from  Jefferson,  in  Texas,  to 
connect  with  its  main  line,  and  also  to  connect  itself  with  any  other 
railroad  company  in  or  out  of  Texas,  and  to  operate   and  maintain 


204 

its  said  railroad  in  connection  or  consolidation  with  any  other  rail- 
road company; 

And  Whereas,  The  said  parties  hereto,  believing  that  a  consoli- 
dation and  amalgamation  of  their  capital  stock,  debts,  properties, 
assets,  roads,  telegraphs,  lands  and  franchises  would  be  mutually  ad- 
vantageous, did  agree  to  enter  into  a  contract,  so  to  consolidate  their 
said  companies,  by  an  agreement  bearing  date  the  19th  day  of  Feb- 
ruary, 1872,  and  the  said  agreement  was  confirmed  by  the  consent  of 
more  than  three-fourths  of  the  stockholders  of  the  said  companies 
parties  hereto; 

And  Whereas,  More  than  three  fourths  in  value  of  all  the  stock- 
holders in  interest  of  each  of  said  parties  have  consented,  in  writing, 
to  such  amalgamation  and  consolidation  upon  the  terms  and  con- 
ditions hereinafter  set  forth; 

Now,  Therefore,  Be  it  understood,  that  the  said  parties  in  con- 
sideration of  the  agreement  and  stipulations  hereinafter  set  forth, 
mutually  covenant  and  agree,  each  with  the  other,  to  the  following 
articles,  to-wit: 

Article  I.  Said  parties  do  hereby  amalgamate,  merge  and  consoli- 
date themselves  into  a  new  corporation  under  the  name  and  style  of 
the  International  and  Great  Northern  Railroad  Company,  which 
new  corporation  shall  continue  in  existence  for  the  longest  period 
indicated  in  the  charter  of  either  of  said  companies,  or  of  any  exten- 
sion thereof. 

And  they  do  further  consolidate,  merge  and  amalgamate  their  sev- 
eral capital  stocks,  debts,  properties,  assets,  roads,  telegraphs,  lands, 
franchises,  rights,  titles,  privileges,  claims  and  demands  of  every 
kind  whatsoever,  as  well  in  possession  as  expectancy,  at  law,  or  in 
equity,  and  do  convey  and  invest  the  same  in  the  said  new  corpora- 
tion, as  fully  as  the  same  are  now  severally  held  and  enjoyed  by 
them,  or  either  of  them,  subject,  however,  to  all  conditions,  stipula- 
tions, contracts,  agreements,  liens,  mortgages,  incumbrances,  claims 
and  charges  thereon,  or  in  any  wise  affecting  the  same. 

Art.  II.  The  object  and  purpose  of  said  new  corporation  shall 
be  to  purchase,  construct,  own,  maintain  and  operate  all  and  each  of 
the  telegraph  lines  and  railways  hereinbefore  stated. 

Art.  III.  The  Board  of  Directors  of  the  said  new  corporation 
shall  consist  of  fifteen  persons,  and  the  following  named  persons 
shall  act  as  such  Directors  until  their  successors  shall  have  been  duly 


205 

elected  pursuant  to  the  by-laws  of  said  new  corporation:  Moses 
Taylor,  W.  E.  Dodge,  H.  G.  Marquand,  P.  N.  Spofford,  T.  W.  Pear- 
sail,  W.  W.  Phelps,  John  S.  Kennedy,  John  S.  Barnes,  Jacob  S.  Wet- 
more,  T.  W.  House,  W.  M.  Rice,  W.  J.  Hutchins,  G.  A.  Grow,  James 
W.  Barnes,  C.  Ennis. 

Art.  IV.  The  capital  stock  of  the  consolidated  Company  shall 
be  twenty-five  millions  of  dollars,  divided  into  shares  of  one  hundred 
dollars  each,  that  sum  being  the  contemplated  cost  of  said  railroad 
and  telegraph  lines,  including  rolling  stock,  motive  power,  depots,  etc. 

Art.  V.  Certificates  of  capital  stock  of  the  consolidated  Com- 
pany to  the  amount  of  five  million  five  hundred  thousand  dollars 
shall  be  issued  to  the  several  stockholders  of  the  Houston  and  Great 
Northern  Railroad  Company,  and  of  the  International  Railroad 
Company,  parties  hereto,  at  par,  in  exchange  for  their  stock  in  said 
companies,  upon  surrender  of  the  certificates  or  other  evidence 
thereof;  five  million  five  hundred  thousand  dollars  of  which  said 
stock  of  the  consolidated  Company  shall  be  divided  between  the 
companies  in  the  following  proportions,  to-wit: 

Twenty-five  thousand  shares  to  the  International  Company,  and 
thirty  thousand  shares  to  the  Houston  and  Great  Northern  Company, 
to  be  divided  between  their  respective  shareholders  according  to 
their  respective  interest. 

This  distribution  of  stock  is  made  upon  the  assumption  that  the 
subsidy  of  ten  thousand  dollars  per  mile  in  Texas  State  bonds,  grant- 
ed to  the  International  Railroad  Company,  is  sure  and  certain,  and 
that  said  subsidy,  and  the  land  grant  obtained  by  the  Houston 
and  Great  Northern  Railroad  Company  are  taken  as  an  offset  to  each 
other  in  establishing  the  basis  of  consolidation. 

In  case,  however,  the  International  Railroad  Company  fail  to  se- 
cure the  said  subsidy  of  State  bonds,  then  the  stockholders  of  record 
of  the  Houston  and  Great  Northern  Railroad  Company,  at  the  date 
of  February  19,  1872,  shall  be  entitled  to  receive  the  said  lands  for 
one  hundred  miles  of  road;  and  such  further  issues  of  capital  stock 
of  said  consolidated  Company  shall  be  made  from  time  to  time,  as 
said  companies  so  consolidated  are  or  may  be  bound  to  make,  so 
that  all  persons  entitled  under  existing  contracts  to  any  of  the  capi- 
tal stock  of  either  of  said  companies  may  receive  stock  in  the  con- 
solidated Company,  at  par,  in  lieu  thereof. 

Art.  VI  The  said  new  corporation  shall  assume  and  perform  all 
the  contracts,  agreements,  covenants,  duties  and  obligations  of  what 


206 

kind  soever  of  each  of  the  said  parties,  and  shall  pay  and  discharge 
all  debts,  claims  and  demands  existing  against  either  and  all  of  said 
parties;  but  nothing  herein  contained  shall  release  the  said  parties, 
or  either  of  them,  from  any  of  their  just  liabilities. 

In  testimony  whereof,  the  said  parties  shall  severally  cause  these 
articles  to  be  signed  and  executed  by  affixing  thereto  their  respective 
corporate  names  and  seals  by  their  respective  Presidents  and  Secre- 
taries, pursuant  to  the  order  of  their  respective  Boards  of  Directors. 


207 
AN  ACT 

To  authorize  the  International  and  Great  Northern  Railroad  Com- 
pany to  issue  Bonds. 

Section  i.  Be  it  e?iacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  International  and  Great  Northern  Railroad  Company  shall 
have  power  to  borrow  money  on  its  bonds,  or  notes,  at  such  rates  as 
the  Directors  may  deem  expedient,  and  to  secure  the  same  by  mort- 
gage or  other  lien  upon  its  road  or  other  property,  or  upon  both;  and 
said  Company  may  convert  any  bonds  which  may  have  been  issued 
by  either  the  International  Railroad  Company,  or  by  the  Houston 
and  Great  Northern  Railroad  Company  into  the  stock  of  said  Inter- 
national and  Great  Northern  Railroad  Company,  at  such  rates  as  the 
Directors  may  deem  expedient,  or  into  a  new  bond  to  be  issued  in 
the  name  of  the  said  Company. 

Sec.  2.  That  all  bonds  issued  or  debts  and  liabilities  incurred  by 
either  the  International  Railroad  Company,  or  the  Houston  and 
Great  Northern  Railroad  Company,  shall  be  of  the  same  binding 
force  and  effect  upon  said  International  and  Great  Northern  Rail- 
road Company,  as  they  were  upon  the  respective  companies;  and  all 
acts  heretofore  done  in  the  name  of  either  of  said  companies  shall 
have  the  same  binding  force  and  effect  upon  the  said  International 
and  Great  Northern  Railroad  Company  that  they  had  upon  the  re- 
spective companies;  and  all  rights  or  liabilities  existing  between  said 
companies,  or  either  of  them,  and  the  State  or  third  parties,  shall  in- 
ure to  said  International  and  Great  Northern  Railroad  Company,  the 
same  as  they  existed  with  the  respective  companies. 

Sec.  3.  That  this  act  shall  take  effect  and  be  in  force  from  and 
after  its  passage. 

Approved  April  24,  1874. 


208 


AN  ACT 

For  the  relief  of  the   International  Railroad   Company,  now  con- 
solidated with  the  Houston   and    Great    Northern   Railroad 
Company,  under  the  name  of  the   International  and 
Great   Northern    Railroad    Company. 

Whereas,  On  the  fifth  day  of  August,  A.  D.  1870,  the  Legislature 
of  the  State  of  Texas  passed  an  act  entitled  "An  Act  to  incorporate 
the  International  Railroad  Company,  and  to  provide  for  the  aid  of 
the  State  of  Texas  in  constructing  the  same;"  and 

Whereas,  By  the  9th  section  of  said  act,  it  is  claimed  the  State  of 
Texas  obligated  itself  to  donate  and  grant  to  the  said  Company  the 
bonds  of  the  State  of  Texas  to  the  extent  and  amount  of  ten  thousand 
dollars  per  mile  for  each  mile  of  railroad  constructed  under  said 
charter;  and 

Whereas,  The  said  Railroad  Company  has  already  constructed 
about  two  hundred  miles  of  railroad,  in  accordance  with  the  provi- 
sions of  its  charter;  and 

Whereas,  The  said  the  International  Railroad  Company  has  been 
consolidated  with  the  Houston  and  Great  Northern  Railroad  Com- 
pany under  the  name  of  the  International  and  Great  Northern  Rail- 
road Company;  and 

Whereas,  Questions  have  arisen  between  the  State  of  Texas  and 
the  said  Company  as  to  the  legal  liability  of  the  State  to  deliver  said 
bonds  to  the  said  Company;  and 

Whereas,  It  is  important,  both  to  the  State  and  said  Company, 
that  these  questions  should  be  definitely  settled  by  a  just  and  reason- 
able compromise;  therefore,  for  that  purpose, 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  in  full  settlement  and  satisfaction  of  all  claims  of  the  said 
The  International  Railroad  Company,  and  of  the  said  The  Inter- 
national and  Great  Northern  Railroad  Company  against  the 
State,  for  bonds  under  the  provisions  of  the  ninth  section  of  the 
aforesaid  act  of  August  5,  A.  D.  1870,  there  is  hereby  granted  to  the 
said  last  named  Company,  its  successors  and  assigns,  twenty  sections, 
of  six  hundred  and  forty  acres  each,  of  the  unappropriated  public 
lands  of  the  State,  for  each  mile  of  railroad  which   has  been   and 


209 

which  may  hereafter  be  constructed  pursuant  to  the  authority  con- 
ferred by  the  said  act  of  August  5,  A.  D.  1870.  And  the  said  Com- 
pany, its  successors  and  assigns,  shall  have  the  right  to  locate  the 
said  lands  as  headright  certificates  were  formerly  located,  without  be- 
ing under  obligation  to  locate  alternate  sections  for  the  State;  and 
the  said  lands  and  the  certificates  issued  therefor,  are  hereby  ex- 
empted and  released  from  all  State,  county,  town,  city,  municipal, 
and  other  taxes  for  the  period  of  twenty-five  years  from  the  date  of 
the  respective  certificates  issued  therefor.  And  the  said  Railroad 
Company,  and  its  successors,  and  its  and  their  capital  stock,  rights, 
franchises,  railroads  constructed  and  to  be  constructed,  pursuant  to 
the  said  act  of  August  5,  A.  D.  1870,  and  this  act,  rolling  stock,  and 
all  other  property  which  now  is,  or  hereafter  may  be  owned  or  pos- 
sessed by  said  Company,  or  its  successors,  in  virtue  of  the  said  act  of 
August  s,  A.  D.  1870,  is  hereby  exempted  and  released  from  all  State, 
county,  town,  city,  municipal  and  other  taxes,  for  a  period  of  twenty- 
five  years,  from  the  5th  day  of  August,  A.  D.  1875,  except  county  and 
municipal  taxes  in  such  counties,  cities  and  towns  as  have  donated 
their  bonds  to  aid  in  the  construction  of  said  railroad;  but  this  ex- 
ception shall  not  remain  in  force  in  favor  of  any  county,  city  or  town, 
which  having  thus  donated  bonds,  shall  make  default  in  the  payment 
of  either  the  interest  or  principal  thereof;  provided,  that  this  exemp- 
tion from  taxation  shall  not  be  held  or  construed  to  include  or  apply 
to  the  lands  or  railroads  which  at  the  time  of  the  consolidation  here- 
inbefore recited  belonged  to  the  Houston  and  Great  Northern  Rail- 
road Company,  or  which  has  since  been,  or  hereafter  may  be  con- 
structed or  acquired  under  its  charter;  provided,  nothing  in  this  act 
contained  shall  be  so  construed  as  to  exempt  from  taxation  any  lands 
to  which  the  Company  may  be  entitled  by  virtue  of  the  charter  of 
the  Great  Northern  Railroad  Company,  or  the  franchise,  road-bed, 
rolling  stock,  or  any  property  acquired,  or  hereafter  to  be  acquired 
by  virtue  of  the  charter  of  the  Great  Northern  Railroad  Company; 
and  the  lands  granted  by  this  act  shall  not  be  sold  to  any  other  cor- 
poration or  to  any  person  in  trust,  for  the  use  and  benefit  of  said 
Company;  and  provided,  further,  that  the  State  shall  not  be  liable  for 
any  deficiency  of  the  unappropriated  public  domain  on  which  to  lo- 
cate said  land  certificates,  nor  shall  any  of  such  unlocated  certificates 
ever  constitute  a  claim  against  the  State. 

Sec.  2.  That  the  Commissioner  of  the  General  Land  Office  is 
hereby  authorized  to  issue  to  the  said  The  International  and  Great 
Northern  Railroad  Company  certificates  for  twenty  sections  of  six 


2IO 

hundred  and  forty  acres  each  of  the  public  lands  for  each  mile  of 
railroad,  which  has  heretofore  been  constructed  pursuant  to  the 
aforesaid  act  of  August  5,  A.  D.  1870,  as  soon  as  the  said  Commis- 
sioner shall  be  notified  by  the  Governor  of  the  State  that  the  stock- 
holders of  said  Company  have  accepted  the  provisions  of  this  Act, 
which  certificates  shall  be  delivered  by  the  said  Commissioner  to 
the  President  of  said  Company,  or  to  such  other  person  as  may 
be  by  the  President  or  the  Company  authorized  to  receive  the  same. 

Sec.  3.  Whenever  the  said  The  International  and  Great  Northern 
Railroad  Company  shall  hereafter  construct  ten  consecutive  miles  of 
the  railroad,  authorized  by  the  said  act  of  August  5,  A.  D.  1870,  the 
said  Company  may  notify  the  Governor  of  the  State  of  the  fact, 
whereupon  it  shall  be  the  duty  of  the  Governor  to  direct  the  State 
Engineer,  if  there  be  one,  (and  if  not,  some  other  competent  en- 
gineer), to  inspect  the  said  section  of  road,  and  if  said  inspector 
shall  report  under  oath,  that  the  said  section  of  road  has  been  com- 
pleted in  a  substantial  manner,  and  in  accordance  with  the  require- 
ments of  the  general  railroad  law  of  the  State  then  in  force,  the 
Governor  shall  immediately  communicate  these  facts  to  the  Com- 
missioner of  the  General  Land  Office,  whose  duty  it  shall  be  to  issue 
and  deliver  to  said  Company  certificates  for  twenty  sections  of  six 
hundred  and  forty  acres  each,  of  the  public  land,  for  each  mile  of 
the  section  of  road  so  completed,  and  so  on  from  time  to  time  as 
fast  as  sections  of  ten  miles  are  completed  as  aforesaid. 

Sec.  4.  That  if  said  Company  shall  fail  to  complete  the  con- 
struction of  said  railroad  from  the  City  of  Jefferson  to  the  terminus 
of  said  railroad  on  the  Rio  Grande,  at  the  rate  of  at  least  forty 
miles  each  year,  or  of  eighty  miles  every  two  years,  counting  from  the 
first  day  of  July,  1875,  tney  shall  forfeit  all  right  to  the  lands  by  this 
Act  granted  upon  that  portion  of  said  railroad  which  they  thus  fail 
to  construct. 

Sec.  5.  That  the  said  Company  shall  alienate  one-half  of  the 
lands  granted  by  this  act  within  fifteen  years,  and  the  other  half 
within  twenty  years,  from  the  respective  dates  of  the  certificates  is- 
sued therefor,  excepting  such  portion  of  said  lands  as  the  said  Com- 
pany may  require  for  railroad  purposes. 

Sec.  6.  That  said  Company  shall  establish  and  maintain  a  depot 
for  business  on  the  line  of  its  road  within  one  and  one-fourth  miles 
of  the  present  site  of  the  court-house,  in  the  town  of  San   Marcos, 


21  I 

and  also  establish  and  maintain  a  depot  as  aforesaid,  within  one  and 
one-fourth  miles  of  the  present  site  of  the  court-house,  in  the  town 
of  New  Braunfels;  provided,  that  the  western  terminus  of  said  road 
be  fixed  within  one  mile  of  the  court-house  of  the  City  of  Laredo, 
on  the  Rio  Grande  river;  provided,  suitable  grounds  for  depots  and 
side  tracks  not  exceeding  twenty  acres  at  each  of  said  stations,  to 
be  laid  off  as  designated  by  said  Company,  shall  be  furnished  free  of 
cost  to  said  Company,  and  the  right-of-way  for  said  railroad,  not  ex- 
ceeding one  hundred  and  fifty  feet  in  width,  through  said  towns  shall 
be  donated  to  said  Company. 

Sec.  7.  That  if  a  majority,  in  amount,  of  all  the  stockholders  of 
the  said  The  International  and  Great  Northern  Railroad  Company 
shall,  in  person  or  by  proxy,  at  a  meeting  of  the  said  stockholders 
held  for  that  purpose,  vote  in  favor  of  accepting  the  provisions  of 
this  act,  and  a  certificate  certifying  that  fact  under  the  common  seal 
of  said  Company,  attested  by  its  Secretary,  shall  be  filed  in  the  office 
of  the  Secretary  of  State  within  forty-five  days  after  the  approval 
of  this  Act  by  the  Governor  of  the  State,  this  act  shall  thereupon  be 
and  become  obligatory  upon  said  Company  and  its  successors,  and, 
its  provisions  being  complied  with  by  the  State,  it  shall  be  and  con- 
stitute a  full,  final  and  conclusive  settlement  of  all  the  claims  and 
demands  of  said  Company  against  the  State,  for  bonds  under  the 
ninth  section  of  said  Act  of  August  5,  A.  D.  1870,  and  this  Act 
shall  also  be  held  to  constitute  an  irrepealable  contract  and  agree- 
ment between  the  State  and  the  said  Company,  its  successors  and 
assigns. 

Sec.  8.  That  the  Act  entitled  "  An  Act  to  grant  lands  to  the  In- 
ternational Railroad  Company,  in  lieu  of  bonds,  on  a  portion  of  its 
line  of  road,"  approved  May  1,  A.  D.  1874,  and  such  parts  of  said 
Act  of  August  5,  A.  D.  1870,  entitled  "  An  Act  to  incorporate  the 
International  Railroad  Company, 'and  to  provide  for  the  aid  of  the 
State  of  Texas  in  constructing  the  same,"  and  all  other  laws  and 
parts  of  laws  inconsistent  with  the  provisions  of  this  Act,  are  hereby 
repealed. 

Sec.  9.  This  Act  shall  take  effect  and  be  in  force  from  and  after 
its  passage. 

Approved  March  10th,  1875. 


DEED 


OF 


BURR  G.   DUVAL,  Special   Master,  to  JOHN   S.   KENNEDY 
and  SAMUEL  SLOAN,  Trustees, 

Conveying  the  Houston  and   Great  Northern    Railroad. 


--*•*•- — • — m* 


DATED  OCTOBER    14-th,  1879. 


In  the  Circuit  Court  of  the  United  States  for  the  Western  District  of 
Texas,  at  Austin.     In  chancery. 

Know  all  Men  by  these  Presents,  that, 

Whereas,  In  a  certain  foreclosure  suit  between  Moses  Taylor 
and  William  E.  Dodge,  trustees,  complainants,  and  the  Houston  and 
Great  Northern  Railroad  Company,  the  International  and  Great 
Northern  Railroad  Company,  John  A.  Stewart  and  William  H.  Os- 
born,  trustees,  R.  Somers  Hayes,  receiver,  and  John  S.  Barnes  and 
Thomas  W.  Pearsall,  trustees,  defendants,  the  said  complainants 
lately,  in  a  Circuit  Court  of  the  United  States  in  and  for  the  Fifth 
Circuit  and  Western  District  of  Texas,  in  equity,  obtained  a  decree 
in  their  favor  on  the  fifteenth  day  of  April,  in  the  year  one  thousand 
eight  hundred  and  seventy-nine,  whereby  Burr  G.  Duval,  a  special 
master  of  the  said  Court,  was  directed,  as  such  special  master,  to 
sell  all  the  property  hereinafter  mentioned  at  public  auction,  at  the 
court-house  of  Travis  county,  in  the  city  of  Austin  and  State  of 
Texas,  to  the  highest  bidder,  for  the  purpose  of  satisfying  certain 
claims  set  forth  in  said  decree,  together  with  certain  costs  and  ex- 
penses therein  mentioned. 

And  Whereas,  The  said  Burr  G.  Duval,  as  special  master  afore- 
said, in  obedience  to  the  said  decree,  did,  on  the  31st  day  of  July, 
in  the  year  aforesaid,  sell  the  property  hereinafter  described,  being 


213 

the  same  property  hereinbefore  mentioned,  at  public  auction  at  the 
said  court  house  of  Travis  county,  in  the  city  of  Austin  and  State  of 
Texas,  having  first  given  notice  of  the  time,  place  and  terms  of  said 
sale,  and  of  the  specific  property  (as  nearly  accurate  as  possible), 
to  be  sold,  by  publishing  such  notice  for  the  time  required  by  the 
said  decree,  in  two  newspapers  of  good  circulation,  in  the  city  of 
Austin,  to-wit,  the  "Sunday  Leader"  and  the  "  Democratic  States- 
man;" and  in  one  paper  in  the  city  of  New  York,  also  of  good  circula- 
tion, to-wit:  "  The  New  York  Commercial  Advertiser,"  at  which 
sale  the  said  property  was  struck  off  and  sold  to  John  S.  Kennedy 
and  Samuel  Sloan,  trustees,  for  the  sum  of  five  hundred  thousand 
dollars;  they,  the  said  John  S.  Kennedy  and  Samuel  Sloan,  trustees, 
being  the  highest  bidders,  and  that  sum  being  the  highest  sum  bidden 
for  the  same,  and  the  said  John  S.  Kennedy  and  Samuel  Sloan,  trus- 
tees, having  paid  to  the  said  Burr  G.  Duval,  special  master,  at  the 
time  of  striking  off  the  sale,  and  before  he  accepted  their  bid,  the 
sum  of  $25,000  in  gold  coin. 

And  Whereas,  The  said  Burr  G.  Duval,  as  such  master  aforesaid, 
did,  forthwith  after  such  sale,  make  a  report  thereof  to  the  said  Cir- 
cuit Court  on  the  first  day  of  August,  in  the  year  aforesaid,  and  an 
order  was  duly  made  by  and  entered  in  the  said  Court  on  the  fourth 
day  of  August  aforesaid,  confirming  the  said   sale. 

Now,  therefore,  The  said  Burr  G.  Duval,  as  special  master 
aforesaid,  for  and  in  consideration  of  the  sum  of  five  hundred  thou- 
sand dollars  to  him  paid,  the  receipt  whereof  is  hereby  acknowl- 
edged, hath  granted,  bargained,  sold  and  conveyed,  and  by  these 
presents  doth  grant,  bargain,  sell  and  convey  unto  the  said  John  S. 
Kennedy  and  Samuel  Sloan,  as  trustees,  and  to  the  survivor  of  them, 
in  fee  simple  absolute,  all  and  singular  the  railway  of  the  Houston 
and  Great  Northern  Railroad  Company,  built  and  to  be  built,  its 
main  line,  beginning  at  the  Brazos  river,  passing  through  the  city  of 
Houston,  connecting  with  the  Memphis  and  El  Paso  Railroad  near 
Clarksville,  and  passing  as  near  the  towns  of  Montgomery,  Hunts- 
ville,  Crockett,  Rusk  and  Tyler  as  was  deemed  expedient,  to  the  Red 
River  in  the  State  of  Texas,  a  distance  of  about  three  hundred  and 
fifty  miles,  its  branches  and  extensions,  together  with  all  right  of  way, 
depot  and  shop  grounds,  tenements,  hereditaments,  franchises  and 
rights,  including  and  meaning  to  include  all  the  property,  real  and 
personal,  at  any  time  acquired  by  the  said  Company  in  the  State  of 
Texas  (except  lands  other  than  those  necessary  for  right  of  way, 


214 

depot  and  shop  grounds,  the  same  being  not  hereby  conveyed  nor 
intended  to  be),  which  premises  are  now  in  the  possession  and  use 
of  and  claimed  by  the  said  The  International  and  Great  Northern 
Railroad  Company,  and  also  certain  rolling  stock  and  other  personal 
property,  more  particularly  described  as  follows: 

14  engines,  numbered  23  to  36,  inclusive. 
-  4  caboose  cars,  numbered  A,  B,  C  and  D. 

3  baggage,  mail  and  express  cars,  numbered  1,  2  and  3. 

4  passenger  cars,  numbered  4,  5,  7  and  12. 

3  combination  cars,  numbered  9,  13,  14. 

80  freight  box  cars,  numbered  18,  20,  22,  24,  26,  28,  30,  34,  36,  38, 
40,  42,  44,  46,  48,  5°>  52,  54,  56>  6o>  62>  64,  68,  70,  72,  74,  76,  78,  80, 
84,  86,  88,  90,  92,  94,  96,  98,  100,  102,  104,  106,  108,  no,  112,  114, 
118,  122,  124,  126,  128,  130,  132,  134,  136,  138,  140,  142,  144,  146, 
148,  154,  156,  160,  162,  164,  166,  168,  170,  172,  174,  176,  178,  182, 
184,  186,  188,  190,  196,  198,  200. 

76  platform  freight  cars  numbered  465,  467,  469,  471,  473,  475, 
477,  479,  481,  483,  485,  487,  489,  491,  493,  495,  497,  499,  501,  503, 
5°5,  507,  5°9>  5"»  5*3,  5r5>  5*7,  5X9,  521,  523,  525>  527,  529,  53J> 
533,  535>  537,  543,  549,  555,  557,  569,  581,  587,  59^  593,  595,  6oi> 
603,  607,  609,  613,  635,  637,  643,  649,  655,  659,  661,  663,  665,  671, 
675,  681,  685,  687,  689,  695,  699,  703,  709,  711,  713,  629,  639,  691. 

19  service  cars  numbered  1,000  to  1,018,  inclusive. 

And  also  a  certain  one  undivided  half  interest  in  the  following  de- 
scribed property,  to-wit: 

4  engines,  numbered  37  to  40,  inclusive. 

to  passenger  cars,  numbered  16  to  25,  inclusive. 

3  baggage,  mail  and  express  cars,  numbered  4,  5  and  6. 

2  baggage  cars,  numbered  7  and  8. 

180  freight  box  cars,  numbered  400,  402,  404,  406,  408,  410,  412, 
414,  416,  418,  420,  422,  426,  430,  432,  434,  436,  440,  442,  444,  446, 
448,  450,  454,  458,  460,  462,  464,  466,  468,  470,  472,  474,  476,  478, 
480,  482,  484,  486,  488,  490,  492,  494,  496,  498,  504,  506,  508,  510, 
512,  516,  520,  522,  524,  526,  530,  532,  534,  536,  540,  542,  544,  546, 
548,  550,  552,  554,  556,  558,  560,  562,  564,  566,  468,  570,  572,  574, 
576,  578,  580,  582,  584,  586,  588,  590,  594,  596,  598,  600,  602,  604, 
606,  608,  610,  612,  614,  616,  618,  620,  622,  624,  626,  628,  630,  632, 
634,  636,  640,  642,  644,  646,  650,  652,  654,  656,  658,  660,  662,  664, 
666,  668,  670,  672,  674,  676,  678,  680,  684,  686,  688,  690,  692,  694, 
696,  698,  700,   702,  704,  706,   708,  710,  712,  714,  716,   118,  720,  722, 


2I5 
724, 726,  728,  730,  732,  734,  736,  738,  740,  742,  744,  746,  748,  750, 

752,  754,  756,  75s.  760,  762,  764,  766,  768,  770,  772,  774,  776,  778, 
780,  782,  784,  786,  and  788. 

84  freight  platform  cars,  numbered  65,  93,  107,  109,  113,  123,  443, 
445,  449,  7i9>  72i,  723,  725,  727,  729,  731,  733,  735,  737,  739,  74*, 
743,  745,  747,  749,  751,  753,  755,  757,  759,  761,  763,  765,  767,  769, 
77i,  773,  775.  777,  779,  781,  7§3,  7§5,  787,  7S9,  79*.  793,  795, 
797,  799-  801,  8o3>  805,  8o7,  809,  811,  813,  815,  817,  819,  821,  823, 
825,  827,  829,  831,  833,  835,  837,  839,  841,  843,  845,  847,  849,  851, 
853,  855,  857,  859,  861,  863,  865,  867. 

97  stock  cars,  numbered  3001,  3003,  3005,  3009,  301 1,  3013,  3015, 
3017,  3019,  3021,  3023,  3025,  3029,  3031,  3033,  3037,  3039,  3041,  3043, 
3045,3047,  3049,  3051,  3053,  3055,  3057,  3059,  3061,3063,3065, 
3067,3069,3071,  3073,  3075,  3077,  3079,  3081,  3083,  3085,  3087, 
3089,  3091,  3093,  3095,  3097,3099,3101,3103,3105,  3107,  3109, 
3111,  3TI3,  3XI5,  3JI7,  3IJ9,  3I2i,  3I23,  3I25,  3I27,  3I29,  3!3i, 
3l33,  3*35,  3J37,  3J39,  3*4i,  3J43,  3T45>  3M7,  3M9>  31*1!  3*53, 
3*55,  3*57,  3i59,  3161,  3163,  3165,  3167,3169,3171,3173,3175, 
3i77,  3i79,  3181,  3183,  3185,  3187,  3189,  3191,  3193,  3195,  3i97, 
3J99- 

20  service  cars,  numbered  2001,  2002,  2003,  2004,  2005,  2006, 
2007,  2008,  2009,  2010,  2011,  2012,  2013,  1014,  2015,2016,2017, 
2018,  2019,  2020. 

1  car  derrick,  numbered  125. 

1  car  pile-driver,  numbered   169. 

9  cars  (boarding),  numbered  4000,  4002,  4004,  4006,  400S,  4010, 
4012,  4014,  4016. 

And  also  all  the  road-bed,  tracks,  franchises  and  chartered  powers 
and  privileges  of  the  said  Houston  and  Great  Northern  Railroad 
Company  and  of  the  International  and  Great  Northern  Railroad 
Company,  so  far  as  the  latter  succeeds  to  the  title  of  said  Houston 
and  Great  Northern  Railroad  Company,  granted  to  them  by  virtue 
of  their  charters,  or  by  any  other  laws  of  the  State  of  Texas  or  of 
the  United  States. 

And  also  all  other  property  of  the  said  railroad  companies,  if  any, 
covered  by  and  included  in  the  mortgage  mentioned  in  the  said 
decree,  and  all  the  estate,  powers,  right,  title,  interest,  franchises, 
privileges,  benefits,  property,  possession,  claim  and  demand  whatso- 
ever, as  well  in  law  as  in  equity,  of  the  said  Houston  and  Great 
Northern  Railroad  Company  and  the  International  and  Great  North- 


2l6 

em  Railroad  Company  of,  in  and  to  the  premises  aforesaid  and  each 
and  every  part  thereof,  with  the  appurtenances. 

To  have  and  to  hold  unto  the  said  John  S.  Kennedy  and  Samuel 
Sloan,  as  trustees,  and  to  the  survivor  of  them,  in  fee  simple  ab- 
solute forever,  as  fully  as  the  said  Houston  and  Great  Northern  Rail- 
road Company  and  the  International  and  Great  Northern  Railroad 
Company,  both  or  either  of  them,  were  seized  of  or  entitled  to  at  or 
before  the  entry  of  the  decree  aforesaid,  and  in  the  same  manner 
and  to  the  same  extent  as  if  the  said  John  S.  Kennedy  and  Samuel 
Sloan,  trustees,  had  been  the  original  corporators  of  the  said  Hous- 
ton and  Great  Northern  Railroad  Company,  with  full  power  to  oper- 
ate, construct,  complete,  repair  and  work  said  railroad  upon  the 
same  terms  and  under  the  same  conditions  and  restrictions  as  are 
imposed  by  the  charters  of  the  said  railroad  companies,  and  by  the 
general  laws  of  the  State  of  Texas  affecting  the  same,  and  as  fully 
and  absolutely  as  the  said  Burr  G.  Duval,  master,  can,  may  or  ought 
to,  by  virtue  of  the  said  decree,  grant,  bargain,  sell,  release,  assign, 
convey  and  confirm  the  same. 

But  this  instrument  shall  not  pass  or  convey  to  the  said  John  S. 
Kennedy  and  Samuel  Sloan,  trustees,  any  right  or  claim  to  recover 
from  the  former  stockholders  of  the  said  companies  any  sums  which 
may  remain  due  upon  their  subscriptions  of  stock,  but  the  said  stock- 
holders shall  continue  liable  to  pay  the  same  in  discharge  and 
liquidation  of  the  debts  due  by  the  said  companies,  and  no  covenant 
is  to  be  implied  from  this  deed,  except  that  the  said  Burr  G.  Duval, 
as  special  master  aforesaid,  has  not  made  any  prior  conveyance  of 
the  property  herein  mentioned  or  any  part  thereof. 

In  witness  whereof,  the  said  Burr  G.  Duval,  special  master  in  the 
Circuit  Court  as  aforesaid,  hath  hereunto  set  his  hand  and  seal  this 
fourteenth  day  of  October,  one  thousand  eight  hundred  and  seven- 
ty-nine. Burr  G.  Duval, 

Special  Master,  &c. 
Deed  signed  in  presence  of 

Geo.  Sealy, 
John  B.  Costa. 


State  of  Texas,  "I 
Travis   County.     ) 
I,  P.  De  Cordova,  Notary  Public  for  said  county,  do  hereby  certify 
that  Burr  G.   Duval,  the  person  named  in   the  foregoing  deed  and 


217 

known  to  me  as  the  person  executing  said  deed,  this  day  appeared 
before  me,  and  on  oath  acknowledged  that  his  signature  to  the  said 
foregoing  deed  was  genuine,  and  that  he  executed  the  same  for  the 
uses,  purposes  and  considerations  therein  expressed. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  fourteenth  day  of  October,  one  thousand  eight 
hundred  and  seventy-nine. 

P.  De  Cordova, 

Notary  Public, 

[seal.]  Travis    County,  Texas. 


DEED 


OF 


BURR  G.    DUVAL,  Special    Master,  to   JOHN    S.    KENNEDY 
and  SAMUEL  SLOAN,  Trustees, 

Conveying  the  International  Railroad. 


-«.»» — • — -*♦»- 


DATED  OCTOBER    14-th,  1879. 


In  the  Circuit  Court  of  the  United  States  for  the  Western  District  of 
Texas,  at  Austin.     In  chancery. 

Know  all  Men  by  these  Presents,  that, 

Whereas,  In  a  certain  foreclosure  suit  between  John  A.  Stuart 
and  William  H.  Osborn,  trustees,  complainants,  and  the  International 
Railroad  Company,  the  International  and  Great  Northern  Railroad 
Company,  John  S.  Barnes  and  Thomas  W.  Pearsall,  trustees,  and 
Moses  Taylor  and  William  E.  Dodge,  trustees,  defendants,  the  said 
complainants  lately  in  a  Circuit  Court  of  the  United  States  in  and 
for  the  Fifth  Circuit  and  Western  District  of  Texas,  in  equity,  obtain- 
ed a  decree  in  their  favor  on  the  fifteenth  day  of  April,  in  the  year 
one  thousand  eight  hundred  and  seventy-nine,  whereby  Burr  G.  Du- 
val, a  special  master  of  the  said  Court,  was  directed,  as  such  special 
master,  to  sell  all  the  property  hereinafter  mentioned  at  public  auc- 
tion, at  the  court  house  of  Travis  county,  in  the  city  of  Austin  and 
State  of  Texas,  to  the  highest  bidder,  for  the  purpose  of  satisfying 
certain  claims  set  forth  in  said  decree,  together  with  certain  costs  and 
expenses  therein  mentioned. 

And  Whereas,  The  said  Burr  G.  Duval,  as  special  master  afore- 
said, in  obedience  to  the  said  decree,  did,  on  the  31st  day  of  July, 
in  the  year  aforesaid,  sell  the  property  hereinafter  described,  being 
the  same  property  hereinbefore  mentioned,  at  public  auction   at    the 


219 

said  court  house  of  Travis  county,  in  the  city  of  Austin  and  State  of 
Texas,  having  first  given  notice  of  the  time,  place  and  terms  of  said 
sale,  and  of  the  specific  property  (as  nearly  accurate  as  possible), 
to  be  sold,  by  publishing  such  notice  for  the  time  required  by  the 
said  decree,  in  two  newspapers  of  good  circulation,  in  the  city  of 
Austin,  to-wit,  the  "  Sunday  Leader  "  and  the  "  Democratic  States- 
man;" and  in  one  newspaper  in  the  city  of  New  York,  also  of  good  cir- 
culation, to-wit:  "The  New  York  Commercial  Advertiser,"  at  which 
sale  the  said  property  was  struck  off  and  sold  to  John  S.  Kennedy 
and  Samuel  Sloan,  trustees,  for  the  sum  of  five  hundred  thousand 
dollars;  they,  the  said  John  S.  Kennedy  and  Samuel  Sloan,  trustees, 
being  the  highest  bidders,  and  that  sum  being  the  highest  sum  bidden 
for  the  same,  and  the  said  John  S.  Kennedy  and  Samuel  Sloan,  trus- 
tees, having  paid  to  the  said  Burr  G.  Duval,  special  master,  at  the 
time  of  striking  off  the  sale,  and  before  he  accepted  their  bid,  the 
sum  of  $25,000  in  gold  coin. 

And  Whereas,  The  said  Burr  G.  Duval,  as  such  master  aforesaid, 
did,  forthwith  after  such  sale,  make  a  report  thereon  to  the  said  Cir- 
cuit Court  on  the  first  day  of  August,  in  the  year  aforesaid,  and  an 
order  was  duly  made  by  and  entered  in  the  said  Court  on  the  fourth 
day  of  August  aforesaid,  confirming  the  said  sale. 

Now,  therefore,  The  said  Burr  G.  Duval,  as  special  master 
aforesaid,  for  and  in  consideration  of  the  sum  of  five  hundred  thou- 
sand dollars  to  him  paid,  the  receipt  whereof  is  hereby  acknowl- 
edged, hath  granted,  bargained,  sold  and  conveyed,  and  by  these 
presents  doth  grant,  bargain,  sell  and  convey  unto  the  said  John  S. 
Kennedy  and  Samuel  Sloan,  as  trustees,  and  to  the  survivor  of  them, 
in  fee  simple  absolute,  all  and  singular  the  International  Railroad 
Company's  Railway;  its  Jefferson  branch,  whenever  built,  and  its 
main  trunk;  its  right  of  way  and  track,  together  with  all  the  super- 
structures, depots,  depot-grounds,  stations,  station-houses,  engine- 
houses,  car-houses,  freight-houses,  wood-houses,  sheds,  watering- 
places,  workshops,  machine-shops,  bridges,  tools,  machinery,  side- 
tracks, turnouts,  turn-tables,  weighing-scales,  fixtures,  locomotives, 
tenders,  rolling  stock,  fuel,  equipments,  and  all  corporate  rights, 
privileges  and  franchises  of  the  said  International  Railroad  Company, 
together  with  all  and  singular  the  reversion  and  reversions,  remain- 
der and  remainders,  tolls,  rents,  incomes,  issues  and  profits  thereof, 
including  the  franchise  of  the  Company  to  be  a  corporation,  which 
the  said  International  Railroad  Company  possessed  on  the  first  day 


220 

of  April,  187 1,  or  which  it  afterwards  acquired,  and  which  are 
necessary,  material  and  useful  in  connection  with  the  ownership,  use 
or  operation  of  the  aforesaid  railroad,  including: 

22  engines,  numbered  1  to  22,  inclusive. 
6  passenger  cars,  numbered  1,  2,  3,  6,  8,  10. 

2  combination  cars,  numbered  11,  and  15. 

62  freight  box  cars,  numbered  202,  204,  206,  208,  214,  218,  220,  224, 
226,  230,  232,  234,  236,  238,  242,  244,  250,  252,  254,  256,  260,  262, 
264,  266,  268,  270,  272,  276,  278,  280,  282,  284,  292,  294,  298,  300, 
302,  304,  306,  308,  310,  312,  314,  318,  320,322,  324,  334,  336,  338, 
340,  342,  344,  346,  348,  350,  352,  356,  360,  362,  364,  366. 

177  platform  freight  cars  numbered  1,  3,  5,  7,  9,  11,  13,  15,  17,  21, 
23,  25,  27,  29,  31,  35,  37,  39,  41,  43,  45,  49,  51,  53,  55»  57>  59.  6l,  63, 
69,  71,  73.  75.  77,  79,  83>  85,  87,  89,  91,  95,  97,  99,  103,  105,  in, 
115,  119,  127,  131,  137,  139,  !4i5  M5,  *47,  i49»  l5*>  i53»  J55,  J57, 
101,  165,  167,  173,  175,  J77,  i79,  l8l>  l83,  185,  187,  189,  191,  193, 
195,  i97,  T99>  20I»  2°3>  2°5,  207,  209,  2ii,  213,  215,  219,  221,  223, 
225,  227,  229,  233,  235,  237,  241,  243,  245,  247,  249,  253,  255,  257, 
259,  261,  265,  267,  271,  275,  277,  279,  281,  285,  289,  291,  293,  295, 
297,  301,  3°3>  3°5>  3°7,  3°9,  3l3,  3*7,  321,  323>  325>  327,  329,  333> 
335,  339,  34i,  343,  345,  347,  349,  355,  357,  359,  36*,  363>  365>  367, 
369,  37i,  375,  377,  379,  38l>  383,  385,  387,  389,  391,  393,  395,  397, 
399,  401,  403,  405,  411,  413,  415,  4i7,  419,  423,  425,  427,  429,  431, 
433,  435,  437,  539,  44i- 

And  also  one  undivided  half  interest  in  the  following  described 
property: 

4  engines,  numbered  37  to  40,  inclusive. 

10  passenger  cars,  numbered  16  to  25,  inclusive. 

3  baggage,  mail  and  express  cars,  numbered  4,  5  and  6. 
2  baggage  cars,  numbered  7  and  8. 

180  freight  box  cars,  numbered  400,  402,  404,  406,  408,  410,  412, 
414,  416,  418,  420,  422,  426,  430,  432,  434,  436,  440,  442,  444,  446, 
448,  450,  454,  458,  46o,  462,  464,  466,  468,  470,  472,  474,  476,  478, 
480,  482,  484,  486,  488,  490,  492,  494,  496,  498,  504,  506,  508,  510, 
512,  516,  520,  522,  524,  526,  530,  532,  534,  536,  540,  542,  544,  546, 
548,  55o,  552,  554,  556,  558,  560,  562,  564,  566,  468,  570,  572,  574, 
576,  578,  580,  582,  584,  586,  588,  590,  594,  596,  598,  600,  602,  604, 
606,  608,  610,  612,  614,  616,  618,  620,  622,  624,  626,  628,  630,  632, 
634,  636,  640,  642,  644,  646,  650,  652,  654,  656,  658,  660,  662,  664, 
666,  668,  6jo,  672,  674,  676,  678,  680,  684,  686,  688,  690,  692,  694, 


221 

696,  698,  7°°)  7°2,  7°4,  7°6,  708,  710,  712,  714,  716,  118,  720,  722, 
724,  726,  728,  730,  732,  734,  736,  738,  740,  742,  744,  746,  748,  750, 
752>  754,  756,  75s,  76°,  762,  764,  766,  768,  770,  772,  774,  776,  778, 
780,  782,  784,  786,  and  788. 

84  freight  platform  cars,  numbered  65,  93,  107,  109,  113,  123,  443, 
445,  449,  7J9>  72i,  723,  725,  727>  729>  731,  733,  735,  737,  739,  74*, 
743,  745,  747,  749,  751,  753,  755,  757,  759,  76l>  763,  765,  767,  769, 
77i,  773,  775,  777,  779.  781,  783,  785,  787,  789,  791,  793,  795, 
797,  799,  801,  803,  805,  807,  809,  811,  813,  815,  817,  819,  821,  823, 
825,  827,  829,  831,  833,  835,  837,  839,  841,  843,  845,  847,  849,  851, 
853,  855,  857,  859,  861,  863,  865,  867. 

97  stock  cars,  numbered  3001,  3003,  3005,  3009,  301 1,  3013,  3015, 
3017,  3019,  3021,  3023,  3025,  3029,  3031, 3033,  3037,  3039,  3041,  3043, 

3°45>  3°47,  3°49,  3Q51,  3°53,  3°55,  3°57,  3°59,  3o6j,  3o63,  3o65, 
3067,3069,3071,  3073,  3075,  3077,  3079,  3081,  3083,  3085,  3087, 
3089,  3091,  3093,  3095,  3097,3099,3101,3103,3105,   3107,  3109, 

3111,  3n3»  3XI5,  3"7>   3ir9>  3121,  3I23>  3I25,  3I27,  3I29,  313I> 

3*33>  3I35,  3J37,  3*39,    3Hi,  3J43,  3T45,  3*47,  3X49,  3I5I,  3*53, 

3J55,  3J57,  3*59,   3l61,  3l63>   3l65,  3l67,  3l69,  31?1,  3J73,  3X75, 

3X77,  3*79,  3l8i,  3l83,  3l85,    3l87,  3l89,  3*9l>  3*93,  3^5,  3*97, 

3i99- 

20  service  cars,  numbered  2001,  2002,  2003,  2004,  2005,  2006, 
2007,  2008,  2009,  2010,  2011,  2012,  2013,  1014,  2015,2016,2017, 
2018,  2019,  2020. 

1  car  derrick,  numbered  125. 

1  car  pile-driver,  numbered  169. 

9  cars  (boarding),  numbered  4000,  4002,  4004,  4006,  400S,  4010, 
4012,  4014,  4016. 

Which  premises  are  now  in  the  possession  and  use  of  and  claimed 
by  the  said  International  and  Great  Northern  Railroad  Company. 

And  also  all  the  road-bed,  tracks,  franchises  and  chartered  powers 
and  privileges  of  the  said  International  Railroad  Company  and  of 
the  International  and  Great  Northern  Railroad  Company,  so  far  as 
the  latter  succeeds  to  the  title  of  said  International  Railroad  Com- 
pany, granted  to  them  by  virtue  of  their  charters  or  by  any  other 
laws  of  the  State  of  Texas  or  of  the  United  States. 

And  also  all  other  property  of  the  said  railroad  company,  if  any, 
covered  by  and  included  in  the  mortgage  mentioned  in  the  said 
decree,  and  all  the  estate,  powers,  right,  title,  interest,  franchises, 
privileges,  benefits,  property,  possession,  claim  and  demand  whatso- 
ever, as  well  in  law  as  in  equity,  of  the  said   International   Railroad 


222 

i 

Company  and  the  International  and  Great  Northern  Railroad  Com- 
pany, of,  in  and  to  the  premises  aforesaid,  and  each  and  every  part 
thereof,  with  the  appurtenances. 

To  have  and  to  hold  unto  the  said  John  S.  Kennedy  and  Samuel 
Sloan,  as  trustees,  and  to  the  survivor  of  them,  in  fee  simple  ab- 
solute forever,  as  fully  as  the  said  International  Railroad  Company 
and  International  and  Great  Northern  Railroad  Company,  both  or 
either  of  them  were  seized  of  or  entitled  to,  at  or  before  the  entry  of 
the  decree  aforesaid,  and  in  the  same  manner  and  to  the  same  ex- 
tent as  if  the  said  John  S.  Kennedy  and  Samuel  Sloan,  trustees,  had 
been  the  original  corporators  of  the  said  International  Railroad 
Company,  with  full  power  to  operate,  construct,  complete,  repair  and 
work  the  said  railroad  upon  the  same  terms  and  under  the  same  con- 
ditions and  restrictions  as  are  imposed  by  the  charters  of  the  said 
railroad  companies,  and  by  the  general  laws  of  the  State  of  Texas 
affecting  the  same,  and  as  fully  and  absolutely  as  the  said  Burr  G. 
Duval,  master,  can,  may  or  ought  to,  by  virtue  of  the  said  decree, 
grant,  bargain,  sell,  release,  assign,  convey  and  confirm  the  same. 

But  this  instrument  shall  not  pass  or  convey  to  the  said  John  S. 
Kennedy  and  Samuel  Sloan,  trustees,  any  right  or  claim  to  recover 
from  the  former  stockholders  of  the  said  companies  any  sums  which 
may  remain  due  upon  their  subscriptions  of  stock,  but  the  said  stock- 
holders shall  continue  liable  to  pay  the  same  in  discharge  and 
liquidation  of  the  debts  due  by  the  said  companies,  and  no  covenant 
is  to  be  implied  from  this  deed,  except  that  the  said  Burr  G.  Duval, 
as  special  master  aforesaid,  has  not  made  any  prior  conveyance  of 
the  property  herein  mentioned,  or  any  part  thereof. 

In  witness  whereof,  the  said  Burr  G.  Duval,  special  master  in  the 
Circuit  Court  as  aforesaid,  hath  hereunto  set  his  hand  and  seal  this 
fourteenth  day  of  October,  one  thousand  eight  hundred  and  seven- 
ty-nine. Burr  G.  Duval, 

Special  Master. 
Deed  signed  in  presence  of 

Geo.  Sealy, 
John  B.  Costa. 


State  of  Texas,  1 
Travis   County.     J 
I,  P.  De  Cordova,  Notary  Public  for  said  county,  do  hereby  certify 
that  Burr  G.   Duval,  the  person  named  in   the  foregoing  deed  and 


223 

known  to  me  as  the  person  executing  said  deed,  this  day  appeared 
before  me,  and  on  oath  acknowledged  that  his  signature  to  said 
foregoing  deed  was  genuine,  and  that  he  executed  the  same  for  the 
uses,  purposes  and  considerations  therein  expressed. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  fourteenth  day  of  October,  A.  D.  one  thousand 
eight  hundred  and  seventy-nine. 

•    P.  De  Cordova, 

Notary  Public, 

[seal.]  Travis   County,  Texas. 


DEED 

OF 

BURR  G.    DUVAL,  Special   Master,  to   JOHN    S.    KENNEDY 
and  SAMUEL  SLOAN,  Trustees, 

Conveying  the  International  and  the  Houston  and  Great  Northern 

Railroads. 


DATED  OCTOBER    14th,  1879. 


In  the  Circuit  Court  of  the  United  States  for  the  Western  District  of 
Texas,  at  Austin.     In  chancery. 

Know  all  Men  by  these  Presents,  that, 

Whereas,  In  a  certain  foreclosure  suit  between  John  S.  Barnes 
and  Thomas  W.  Pearsall,  trustees,  complainants,  and  the  International 
and  Great  Northern  Railroad  Company,  defendants,  the  said  com- 
plainants lately  in  a  Circuit  Court  of  the  United  States,  in  and  for 
the  Fifth  Circuit  in  the  Western  District  of  Texas,  in  equity,  obtain- 
ed a  decree  in  their  favor  on  the  fourth  day  of  August,  in  the  year 
one  thousand  eight  hundred  and  seventy-nine,  whereby  Burr  G.  Du- 
val, as  a  special  master  of  the  said  Court,  was  directed,  as  such  special 
master,  to  sell  all  the  property  hereinafter  mentioned  at  public  auc- 
tion, at  the  court  house  of  Travis  county,  in  the  city  of  Austin  and 
State  of  Texas,  to  the  highest  bidder,  for  the  purpose  of  satisfying 
certain  claims  set  forth  in  said  decree,  together  with  certain  costs  and 
expenses  therein  mentioned. 

And  Whereas,  The  said  Burr  G.  Duval,  as  special  master  afore- 
said, in  obedience  to  the  said  decree,  did,  on  the  thirteenth  day  of  Oc- 
tober, in  the  year  aforesaid,  sell  the  property  hereinafter  described,  be- 
ing the  same  property   hereinbefore    mentioned,  in    two    parcels,  as 


225 

directed  by  the  said  decree,  at  public  auction  at  the  said  court  house 
of  Travis  county,  in  the  city  of  Austin  and  State  of  Texas,  having 
first  given  notice  of  the  time,  place  and  terms  of  said  sale,  and  of 
the  property  to  be  sold,  by  publishing  such  notice  for  the  time  re- 
quired by  the  said  decree,  in  two  newspapers  of  good  circulation,  in 
the  city  of  Austin,  to-wit,  the  "  Democratic  Statesman  "  and  the 
"  Sunday  Leader;"  and  in  one  newspaper  in  the  city  of  New  York,  also 
of  good  circulation,  to-wit:  "The  New  York  Commercial  Adver- 
tiser," at  which  sale  both  parcels  of  such  property  were  struck  off 
and  sold  to  John  S.  Kennedy  and  Samuel  Sloan,  trustees,  for  the 
sum  of  five  dollars  for  each  parcel,  making  ten  dollars  in  all; 
they,  the  said  John  S.  Kennedy  and  Samuel  Sloan,  trustees,  be- 
ing the  highest  bidders,  and  that  sum  being  the  highest  sum  bidden 
for  the  same,  and  the  said  John  S.  Kennedy  and  Samuel  Sloan,  trus- 
tees, having  paid  to  the  said  Burr  G.  Duval,  special  master,  at  the 
time  of  striking  off  the  sale,  and  before  he  accepted  their  bid,  the 
said  sum  of  ten  dollars. 

And  Whereas,  The  said  Burr  G.  Duval,  as  such  master  aforesaid, 
did,  forthwith  after  such  sale,  make  a  report  thereof  to  the  said  Cir- 
cuit Court  on  the  thirteenth  day  of  October,  in  the  year  aforesaid, 
and  an  order  was  duly  made  by  and  entered  in  the  said  Court  on  the 
fourteenth  day  of  October,  1879,  confirming  the  said   sale. 

Now,  therefore,  The  said  Burr  G.  Duval,  as  special  master 
aforesaid,  for  and  in  consideration  of  the  sum  of  ten  dollars  to  him 
paid,  the  receipt  whereof  is  hereby  acknowledged,  hath  granted,  bar- 
gained, sold  and  conveyed,  and  by  these  presents  doth  grant,  bar- 
gain, sell  and  convey,  unto  the  said  John  S.  Kennedy  and  Samuel 
Sloan,  as  trustees,  and  to  the  survivor  of  them,  in  fee  simple  absolute, 
all  and  singular  the  railway  of  the  International  Railroad  Company, 
its  Jefferson  branch,  whenever  built,  and  main  trunk,  extending  from 
the  Red  River  to  its  terminus  at  or  near  Laredo  on  the  Rio  Grande, 
its  right-of-way  and  track,  together  with  all  the  superstructures, 
depots,  depot  grounds,  station-houses,  engine-houses,  car-houses, 
freight-houses,  wood-houses,  sheds,  watering  places,  workshops,  ma- 
chineshops,  bridges,  tools,  machinery,  sidetracks,  turnouts,  turntables, 
weighing-scales,  fixtures,  locomotives,  tenders,  rolling  stock,  fuel, 
equipments,  and  all  corporate  rights,  privileges  and  franchises  of  the 
said  International  Railroad  Company,  together  with  all  and  singular 
the  reversion  and  reversions,  remainder  and  remainders,  tolls,  rents, 
incomes,  issues   and   profits  thereof    (not   including,  however,  lands 


226 

other  than  those  necessary  for  a  right-of-way,  depot  and  shop 
grounds),  and  also  all  and  singular  the  railway  of  the  Houston  and 
Great  Northern  Railroad  Company,  built  and  to  be  built,  its  main 
line,  beginning  at  the  Brazos  river,  passing  through  the  city  of  Hous- 
ton, connecting  with  the  Memphis  and  El  Paso  Railroad  near  Clarks- 
ville,  and  passing  as  near  the  towns  of  Montgomery,  Huntsville, 
Crockett,  Rusk  and  Tyler  as  was  deemed  expedient,  to  the  Red  River 
in  said  State  of  Texas,  a  distance  of  about  three  hundred  and  fifty 
miles,  and  its  branches  and  extensions,  including  its  Huntsville 
branch  road,  eight  miles  in  length,  together  with  all  right-of-way, 
depot  and  shop  grounds,  tenements,  hereditaments,  franchises  and 
rights,  rolling  stock  and  other  property  mentioned  in  the  said  decree, 
including  and  meaning  to  include  all  the  property,  real  and  personal, 
at  any  time  acquired  by  said  Company  in  the  State  of  Texas  (ex- 
cept lands  other  than  those  necessary  for  right-of-way,  depot  and 
shop  grounds,  the  same  being  not  hereby  conveyed,  nor  intended  so 
to  be);  and  also,  40  engines,  20  passenger  cars,  5  combination  cars, 
322  freight  box  cars,  6  baggage,  mail  and  express  cars,  2  baggage- 
cars,  337  freight  platform  cars,  39  service  cars,  97  stock  cars,  4 
caboose  cars,  9  boarding  cars,  1  car  derrick  and  1  car  pile-driver, 
and  all  the  road-bed,  tracks,  franchises  and  chartered  powers  and 
privileges  of  the  said  International  Railroad  Company,  the  Houston 
and  Great  Northern  Railroad  Company,  and  the  International  and 
Great  Northern  Railroad  Company,  granted  to  them  by  virtue  of 
their  charters,  or  by  any  other  laws  of  the  State  of  Texas  or  of  the 
United  States;  and  all  the  estate,  powers,  right,  title,  interest,  fran- 
chises, privileges,  benefits,  property,  possession,  claim  and  demand 
whatsoever,  as  well  in  law  as  in  equity,  of  the  said  International 
Raikoad  Company,  the  said  Houston  and  Great  Northern  Railroad 
Company,  and  the  said  International  and  Great  Northern  Railroad 
Company,  of,  in  and  to  the  premises  aforesaid,  and  each  and  every 
part  thereof,  with  the  appurtenances. 

To  have  and  to  hold,  unto  the  said  John  S.  Kennedy  and  Samuel 
Sloan,  as  trustees,  and  to  the  survivor  of  them  forever,  in  fee  simple 
absolute,  as  fully  as  the  said  International  Railroad  Company,  the 
said  Houston  and  Great  Northern  Railroad  Company,  and  the  said 
International  and  Great  Northern  Railroad  Company,  all  or  any  of 
them,  were  seized  of  or  entitled  to,  at  or  before  the  entry  of  the  de- 
cree aforesaid,  and  in  the  same  manner  and  to  the  same  extent  as  if 
the  said  John  S.  Kennedy  and  Samuel  Sloan,  trustees,  had  been   the 


227 

original  corporators  of  the  three  companies  aforesaid,  with  full  power 
to  operate,  construct,  complete,  repair  and  work  the  said  railroads, 
upon  the  same  terms  and  under  the  same  conditions  and  restrictions 
as  are  imposed  by  the  charters  of  the  said  railroad  companies,  and 
by  the  general  laws  of  the  State  of  Texas  affecting  the  same,  and  as 
fully  and  absolutely  as  the  said  Burr  G.  Duval,  master,  can,  may  or 
ought  to,  by  virtue  of  the  said  decree,  grant,  bargain,  sell,  release,  as- 
sign, convey  and  confirm  the  same,  subject,  however,  to  the  sale  of 
the  same  property  already  made  on  the  31st  day  of  July,  1879,  un- 
der two  decrees  of  the  said  Circuit  Court,  the  one  decree  being  in  the 
suit  brought  by  Moses  Taylor  and  William  E.  Dodge,  trustees,  com- 
plainants, against  the  Houston  and  Great  Northern  Railroad  Com- 
pany and  others,  defendants,  and  the  other  in  the  suit  brought  by 
John  A.  Stewart  and  William  H.  Osborn,  trustees,  against  the  Inter- 
national Railroad  Company  and  others,  defendants,  and  subject  to 
the  deeds  executed  pursuant  to  such  sales. 

But  this  instrument  shall  not  pass  or  convey  to  the  said  John  S.  Ken- 
nedy and  Samuel  Sloan,  trustees,  any  right  or  claim  to  recover  from 
the  former  stockholders  of  the  said  companies  any  sums  which  may 
remain  due  upon  their  subscriptions  of  stock,  but  the  said  stock- 
holders shall  continue  liable  to  pay  the  same  in  discharge  and  liquida- 
tion of  the  debts  due  by  the  said  companies;  and  no  covenant  is  to 
be  implied  from  this  deed. 

In  witness  whereof,  the  said  Burr  G.  Duval,  special  master  in  the 
Circuit  Court  as  aforesaid,  hath  hereunto  set  his  hand  and  seal  this 
fourteenth  day  of  October,  one  thousand  eight  hundred  and  seven- 
ty-nine. Burr  G.  Duval, 

Special  Master. 
Deed  signed  in  the  presence  of 

"Geo.  Sealy, 
John  B.  Costa. 


State  of  Texas,  ) 
Travis   County.     \ 
I,  P.  De  Cordova,  Notary  Public  for  said  county,  do  hereby  certify 
that  Burr  G.   Duval,  the   person  named  in   the  foregoing  deed  and 
known  to  me  as  the  person  executing  said  deed,  this  day  appeared 
before  me,  and  on  oath  acknowledged  that  his  signature  to  the  said 


228 

foregoing  deed  was  genuine,  and  that  he  executed  the  same  for  the 
uses,  purposes  and  considerations  therein  expressed. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal,  this  fourteenth  day  of  October,  A.  D.  one  thousand 
eight  hundred  and  seventy-nine. 

P.  De  Cordova, 

Notary  Public, 
[seal.]  Travis    County,  Texas. 


AGREEMENT 


REORGANIZATION 


THE  INTERNATIONAL  AND  GREAT  NORTHERN 
RAILROAD   COMPANY. 


DATED     SEPTEMBER     20,     1878. 


THIS  AGREEMENT,  made  this  twentieth  day  of  September, 
one  thousand  eight  hundred  and  seventy-eight,  between  Moses  Tay- 
lor. Wm.  Walter  Phelps,  John  S.  Kennedy,  Sam'l  Thorne  and  John 
Sealy,  herein  called  the  Purchasing  Committee,  party  of  the  first 
part,  and  the  subscribers  hereto,  holders  of  the  bonds,  stock  and  obli- 
gations of  the  International  Railroad  Company,  of  the  Houston  and 
Great  Northern  Railroad  Company,  and  of  the  International  and 
Great  Northern  Railroad  Company,  parties  of  the  second  part,  in 
consideration  of  the  mutual  covenants  herein  contained,  witnesseth: 

The  said  parties  of  the  first  part  are  hereby  constituted  and  ap- 
pointed a  committee  on  behalf  of  all  the  holders  of  the  said  bonds, 
stock  and  obligations  of  said  railroad  companies  who  shall  sign  this 
agreement,  to  carry  out  the  plan  of  reorganization  hereinafter  set 
forth,  and  shall  be  called  the  Purchasing  Committee.  They  shall 
have  power  to  fill  any  vacancy  created  by  death  or  resgination,  and 
any  person  elected  to  fill  any  vacancy  shall  have  all  the  power  and 
authority  conferred  by  this  agreement  upon  an  original  member  of 
the  committee.  Said  committee  may  act  in  all  cases  by  a  majority 
of  their  number,  and  are  hereby  authorized  and  empowered  to  do  any 


230 

and  all  acts  which  may  be  lawfully  done,  and  which  shall  be  advised 
by  counsel,  to  the  effectual  execution  of  the  true  purposes  and  intent 
of  this  agreement.  They  may  employ  such  counsel  and  agents  as 
may  be  necessary  to  expedite  and  facilitate  the  execution  of  this 
agreement,  and  may,  in  their  discretion,  extend  the  term  for  the 
performance  of  any  and  all  things  which  are  herein  provided  to  be 
done  and  performed,  and  may  allow  any  one  who  may  have  had  the 
right  to  have  become  a  party  to  this  agreement,  but  who  has  been 
prevented  from  so  doing,  to  become  a  party  hereto  upon  complying 
with  the  terms  hereof. 

Upon  any  sale  under  any  of  the  mortgages,  said  committee  may, 
through  an  agent,  or  in  their  own  proper  names,  or  in  the  name  of  either 
of  them,  purchase  the  railways  of  said  International  and  Great  North- 
ern Railroad  Company,  its  franchises,  appurtenances  and  equipment, 
at  such  prices  as  shall  seem  to  them  expedient,  and  may  take  any 
action  necessary  to  obtain  the  ownership  and  possession  of  all  the 
property  of  said  Company  wherever  situated. 

Said  committee  shall  have  full  power,  in  right  of  said  purchase,  to 
organize  a  new  company  in  such  manner  as  they  may  be  advised  is 
legal  and  proper,  to  which  shall  be  conveyed  the  said  railways  and 
the  property,  rights,  franchises  and  interests  so  acquired  by  them, 
upon  and  subject  to  the  terms,  conditions  and  restrictions  of  this 
agreement. 

Said  new  company  shall  thereafter  make,  execute  and  deliver  to 
Trustees,  to  be  selected  by  said  Purchasing  Committee,  a  good  and 
sufficient  mortgage  covering  said  railroad,  its  franchises,  property 
and  equipment,  excepting  therefrom  the  land  grants,  lands,  land  cer- 
tificates, town  lots  and  town  sites,  now  owned  and  controlled  by  said 
Company,  hereinafter  otherwise  disposed  of,  to  secure  an  issue  to  an 
amount  as  hereinafter  provided  of  New  First  Mortgage  Bonds,  hav- 
ing forty  years  to  run,  bearing  six  (6)  per  cent,  interest,  payable 
semi-annually,  at  the  City  of  New  York,  on  the  first  days  of  May  and 
November  of  each  year,  whereof  the  first  coupon  shall  be  due  and 
payable  on  the  first  day  of  May,  one  thousand  eight  hundred  and  sev- 
enty-nine. Principal  and  interest  payable  in  gold  coin  of  the  United 
States  of  standard  weight  and  fineness. 

Said  new  company  shall  further  make,  execute  and  deliver  to  trus- 
tees to  be  selected  by  the  said  Purchasing  Committee,  a  good  and 
sufficient  mortgage,  subject  to  the  lien  of  the  first  mortgage  aforesaid, 
covering  said  railroads,  their  franchises,  property  and  equipment, 
excepting  therefrom   the  land  grants,  lands,  land   certificates,  town 


231 

lots  and  town  sites  hereinafter  otherwise  disposed  of,  to  secure  an 
issue  to  an  amount  as  hereinafter  provided  of  Second  Mortgage  In- 
come Bonds,  having  thirty  years  to  run,  bearing  interest  at  a  rate 
not  to  exceed  eight  per  cent,  per  annum,  payable  only  if  earned,  and 
out  of  the  net  earnings  of  said  Company  in  any  one  year,  after  pay- 
ment of  prior  interest  charges,  taxes,  assessments,  ordinary  repairs 
and  replacements,  and  such  interest  shall  not  accumulate  from  year 
to  year,  but  so  much  thereof  as  shall  be  earned  shall  be  paid. 

Said  new  company  shall  further  make,  issue  and  deliver,  to  said 
Purchasing  Committee  certificates  of  capital  stock  to  the  amount  of 
five  millions  five  hundred  thousand  dollars. 

Said  Purchasing  Committee  shall  acquire  full  possession,  owner- 
ship and  control,  in  such  manner  as  shall  be  found  advisable  to  con- 
stitute in  them  the  full  and  legal  title  thereto,  of  all  the  lands,  land 
grants,  land  certificates,  town  sites  and  town  lots,  now  belonging  to 
the  International  Railroad  Company,  to  the  Houston  and  Great 
Northern  Railroad  Company,  and  to  the  International  and  Great 
Northern  Railroad  Company,  under  and  by  virtue  of  the  several  land 
grants  to  said  companies,  granted  by  the  State  of  Texas  in  aid  of  the 
construction  of  said  railroads,  also  of  the  stock  of  the  Texas  Land 
Company  owned  by  said  International  and  Great  Northern  Railroad 
Company. 

Said  Purchasing  Committee  shall  take  and  hold  the  said  lands  and 
stock,  free  from  any  right,  claim  or  interest  therein  of  the  first  mort- 
gage bondholders  of  the  said  International  Railroad  Company,  and 
of  said  Houston  and  Great  Northern  Railroad  Company,  and  of  the 
stockholders  of  said  International  and  Great  Northern  Railroad 
Company,  parties  of  the  second  part  hereto,  who  do  hereby,  in  con- 
sideration of  the  premises,  relinquish  and  release  all  claim,  lien,  right, 
title  and  interest  therein  to  the  said  Purchasing  Committee  forever, 
who  are  to  take  and  hold  the  same  in  trust  for  the  sole  and  exclusive 
use  and  benefit  of  the  holders  and  owners  of  the  second  mortgage 
and  convertible  bonds  of  the  International  and  of  the  Houston  and 
Great  Northern  Railroad  Companies  as  is  hereinafter  provided. 

The  subscribers  hereto  of  the  second  part,  holders  of  the  said  first 
mortgage  bonds  and  first  mortgage  funded  interest  certificates  of  the 
said  companies,  do  hereby  agree  that  within  ninety  days  from  the 
date  hereof  they  will  deposit  at  the  Farmers'  Loan  and  Trust  Com- 
pany of  New  York,  the  bonds,  past  due  coupons  and  funded  interest 
certificates  held  by  them  in  amounts  and  numbers  as  stated  opposite 
their  respective  names,  taking  receipt  therefor,  subject  to  the  order 


232 

and  control  of  said  Purchasing  Conlmittee,  for  the  uses  and  purposes 
of  this  agreement.  And  they  further  agree  to  accept  in  lieu  thereof 
from  said  Purchasing  Committee,  upon  the  completion  of  the  reor- 
ganization of  said  International  and  Great  Northern  Railroad  Com- 
pany under  this  agreement,  the  new  first  mortgage  six  per  cent, 
bonds  and  the  new  second  mortgage  income  bonds  of  said  new  com- 
pany, hereinbefore  provided  to  be  issued  to  the  amounts  respective- 
ly as  follows,  that  is  to  say: 

For  the  principal  and  past  due  compons  with  interest  adjusted  to 
November  ist,  1878,  fifty  per  cent,  in  the  said  new  first  mortgage  six 
per  cent,  bonds. 

For  the  principal  and  accumulated  interest  upon  the  said  first 
mortgageTunded  interest  certificates,  interest  being  adjusted  thereon 
to  November  ist,  1878,  fifty  per  cent,  in  the  said  new  first  mortgage 
six  per  cent,  bonds. 

For  the  remaining  fifty  per  cent,  of  principal  of  said  bonds  and  cer- 
tificates, said  past  due  coupons  and  said  accumulated  interest,  the 
said  second  mortgage  income  bonds  hereinbefore  provided  to  be 
issued; 

Provided,  the  total  amount  of  said  new  first  mortgage  six  per 
cent,  bonds  shall  not  exceed  the  amount  required  to  be  issued  to  said 
first  mortgage  bondholders,  parties  hereto,  together  with  an  amount 
of  nine  hundred  thousand  dollars,  required  for  payments  of  secured 
debt  and  improvements;  and  provided  further,  that  the  total  amount 
of  second  mortgage  income  bonds  shall  not  exceed  the  amount  re- 
quired to  be  issued  to  said  first  mortgage  bondholders,  parties  here- 
to, as  above  provided. 

The  subscribers  hereto,  of  the  second  part,  holders  of  the  stock  of 
the  International  and  Great  Northern  Railroad  Company,  do  hereby 
agree  that  within  ninety  days  from  the  date  hereof,  they  will  deposit 
the  certificates  of  stock  held  by  them,  to  the  amounts  placed  oppo- 
site their  names  respectively,  with  the  Farmers'  Loan  and  Trust 
Company,  taking  receipt  therefor,  with  power  of  transfer  in  favor  of 
said  Purchasing  Committee,  and  do  further  agree  to  accept  from  said 
Purchasing  Committee,  in  lieu  thereof,  certificates  of  stock  of  the 
new  company,  share  for  share  alike. 

The  subscribers  hereto,  of  the  second  part,  holders  of  the  second 
mortgage  and  convertible  bonds,  and  of  the  second  mortgage  funded 
certificates  of  said  companies,  do  hereby  agree  that  they  will,  within 
ninety  days  from  the  date  hereof,  deposit  the  said  bonds  and  certifi- 
cates, with  the  past  due  coupons   thereto  attached,  to  the   amounts 


233 

placed  opposite  their  names  respectively,  with  the  Farmers'  Loan 
and  Trust  Company  of  the  City  of  New  York,  taking  receipt  therefor, 
subject  to  the  order  and  control  of  said  Purchasing  Committee,  for 
the  uses  and  purposes  of  this  agreement.  And  they  hereby  agree  to 
accept  and  receive  from  said  Purchasing  Committee,  in  lieu  thereof, 
and  in  full  satisfaction  of  all  lien  or  claim  upon  said  railroad  com- 
panies, or  upon  said  new  company,  and  of  all  right,  title  and  interest 
which  they  may  have  had  by  virtue  of  the  mortgage  deed  of  trust, 
securing  said  bonds,  in  the  railroads,  property,  franchises  and  equip- 
ments of  said  companies,  or  either  of  them,  or  of  said  new  company, 
the  lands,  land  grants,  land  certificates,  town  lots  and  town  sites,  and 
Texas  Land  Company  stock,  which  by  this  agreement  are  to  be  con- 
veyed and  transferred  to  the  said  Purchasing  Committee  in  trust  for 
their  sole  use  and  benefit  as  hereinbefore  provided.  And  it  is  further 
agreed  and  understood  that  when  this  agreement  is  so  far  executed 
that  the  said  Purchasing  Committee  are  possessed  of  the  full,  clear 
and  legal  title  in  and  to  the  said  lands,  land  grants,  land  certificates, 
town  lots  and  town  sites,  and  to  the  stock  of  said  Texas  Land  Com- 
pany, a  meeting  of  said  second  mortgage  and  convertible  bondhold- 
ers shall  be  called,  of  which  at  least  ten  days'  notice  shall  be  given 
by  advertisement  published  in  a  newspaper  in  the  City  of  New  York, 
and  the  said  lands,  land  grants,  land  certificates,  town  sites  and  town 
lots,  and  said  Texas  Land  Company's  stock,  shall  be  conveyed  and 
transferred  to  such  person,  or  persons,  or  corporation  as  the  said  second 
mortgage  bondholders  shall  direct  by  a  vote  of  a  majority  of  the  amount 
of  said  bonds  and  of  said  funded  interest  certificates  duly  cast  at 
such  meeting.  The  intent  and  meaning  of  this  agreement  being  that 
the  whole  of  said  lands  and  stock  shall  become  the  property  of  said 
second  mortgage  bondholders,  and  subject  only  to  their  exclusive 
ownership  and  control,  saving  and  excepting  such  land,  town  lots 
and  rights  of  way  now  occupied,  reserved  and  in  actual  use  by  said 
railroad  company,  and  necessary  to  the  operation  and  maintenance 
of  its  lines  of  railway. 

And  it  is  further  agreed  that  the  county  and  city  bonds,  amounting 
to  the  sum  of  ninety-three  thousand  one  hundred  dollars,  now  owned 
by  said  company,  shall  also  be  taken  and  held  by  said  Purchasing 
Committee  in  trust  for  the  sole  use  and  benefit  of  said  second  mort- 
gage and  convertible  bondholders,  and  shall  be  transferred  to  such 
person,  or  persons,  or  corporation  as  by  the  action  of  the  saiil  bond- 
holders shall  receive  the  said  lands,  land  certificates  and  stock. 

All  copies  of  this  agreement  which  shall  be  subscribed  by  any  per- 


234 

son  entitled  to  do  so  and  shall  be  delivered  to  the  Purchasing  Com- 
mittee, shall  have  the  like  effect  as  if  their  signature  were  hereto 
subscribed.  No  member  of  said  Purchasing  Committee  shall  be 
held  liable  for  any  ignorance  or  mistake  of  law  or  fact,  or  for  any 
act,  default  or  omission  of  any  other  member  of  the  committee,  or  of 
any  trust  company,  trustee,  bank  or  banker,  attorney,  or  other  agent, 
or  instrument  of  said  committee,  or  of  said  railroad  company. 

Said  Purchasing  Committee  are  hereby  authorized  and  empowered 
to  supply  any  deficiencies  in  the  matter  of  detail,  which  may  hereaf- 
ter arise  pending  the  reorganization,  and  which  may  be  advised  by 
counsel,  and  which  may  be  necessary,  proper,  and  expedient  to  carry 
out  or  to  facilitate  the  true  intent  and  purposes  of  this  agreement. 

In  witness  whereof,  the  parties  aforesaid  have  hereunto  set  their 
hands  the  day  and  year  first  above  written. 


DEED 

OF 

JOHN  S.  KENNEDY  and  SAMUEL  SLOAN,  Trustees, 

Conveying  the  International  and  the  Houston    and    Great 

Northern  Railroads  to  the  International  and  Great 

Northern  Railroad  Company. 


-«♦»«- — ■» —  <■> 


DATED  NOVEMBER    1st,  1879. 


Know  all  Men  by  these  Presents,  that, 

Whereas,  On  the  fourteenth  day  of  October,  in  the  year  one 
thousand  eight  hundred  and  seventy-nine,  Burr  G.  Duval,  Esq.,  as  a 
special  master  appointed  by  a  Circuit  Court  of  the  United  States 
in  and  for  the  Fifth  Circuit,  and  in  the  Western  District  of  Texas,  in 
equity,  did  convey  by  three  certain  deeds  to  John  S.  Kennedy  and 
Samuel  Sloan,  as  trustees,  and  to  the  survivor  of  them  forever,  in  fee 
simple  absolute,  all  and  singular  the  premises  hereinafter  men- 
tioned; 

And  Whereas,  The  International  and  Great  Northern  Railroad 
Company  has  agreed  to  purchase  all  the  said  property  and  premises 
from  said  Kennedy  and  Sloan,  and  in  payment  therefor  to  issue  and 
deliver  to  the  said  Kennedy  and  Sloan  five  thousand  three  hundred 
and  seventy-four  bonds  for  one  thousand  dollars  ($1,000)  each,  and 
five  hundred  bonds  for  five  hundred  dollars  ($500)  each,  secured  by 
a  purchase-money  mortgage  bearing  even  date  with  these  presents 
and  executed  simultaneously  therewith,  and  the  further  amount  of 
four  thousand  four  hundred  and  seventy-four  bonds  for  one  thousand 
dollars  ($1,000)  each,  and  five  hundred  bonds  for  five  hundred  dollars 
($500)  each,  secured  by  a  purchase-money  mortgage  bearing, even 


236 

date  with  these  presents  and  executed  simultaneously  therewith,  but 
subsequent  in  time  and  to  be  inferior  in  lien  to  the  mortgage  first 
above  mentioned; 

Now,  therefore,  The  said  John  S.  Kennedy  and  Samuel  Sloan, 
as  trustees,  for  and  in  consideration  of  the  sum  of  ten  million  three 
hundred  and  forty-eight  thousand  dollars,  paid  to  them  as  aforesaid, 
the  receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained, 
sold  and  conveyed,  and  by  these  presents  do  grant,  bargain,  sell  and 
convey,  unto  the  International  and  Great  Northern  Railroad  Com- 
pany of  Texas,  its  successors  and  assigns,  in  fee  simple  absolute  for- 
ever, all  and  singular  the  railway  of  the  International  Railroad  Com- 
pany, its  Jefferson  branch  whenever  built,  and  its  main  trunk,  extend- 
ing from  the  Red  River  to  its  terminus  at  or  near  Laredo,  on  the  Rio 
Grande,  its  right-of-way  and  track,  together  with  all  the  super- 
structures, depots,  depot  grounds,  stations,  station-houses,  engine- 
houses,  car-houses,  freight-houses,  wood-houses,  sheds,  watering- 
places,  workshops,  machineshops,  bridges,  tools,  machinery,  side- 
tracks, turnouts,  turntables,  weighing-scales,  fixtures,  locomotives, 
tenders,  rolling  stock,  fuel,  equipments,  and  all  corporate  rights, 
privileges  and  franchises  of  the  said  International  Railroad  Com- 
pany, together  with  all  and  singular  the  reversion  and  reversions, 
remainder  and  remainders,  tolls,  rents,  incomes,  issues  and  profits 
thereof,  including  the  franchise  of  the  said  Company  to  be  a  cor- 
poration; and  also  all  and  singular  the  railway  of  the  Houston  and 
Great  Northern  Railroad  Company,  built  and  to  be  built,  its  main 
line,  beginning  at  the  Brazos  river,  passing  through  the  city  of  Hous- 
ton, connecting  with  the  Memphis  and  El  Paso  Railroad  near  Clarks- 
ville,  and  passing  as  near  the  towns  of  Montgomery,  Huntsville, 
Crockett,  Rusk  and  Tyler  as  was  deemed  expedient,  to  the  Red  River 
in  the  State  of  Texas,  a  distance  of  about  three  hundred  and  fifty 
miles,  and  its  branches  and  extensions,  including  its  Huntsville 
branch  road,  eight  miles  in  length,  together  with  all  its  right-of-way, 
depot  and  shop  grounds,  tenements,  hereditaments,  franchises  and 
rights,  rolling  stock  and  other  property,  including  and  meaning  to 
include  all  the  property,  real  and  personal,  at  any  time  acquired  by 
the  said  Company  in  the  State  of  Texas  (except  lands  other  than 
those  necessary  for  right-of-way,  depot  and  shop  grounds,  the  same 
being  not  hereby  conveyed,  nor  intended  so  to  be);  and  also  forty 
engines,  twenty  passenger  cars,  five  combination  cars,  three  hundred 
and  twenty-two  freight  box  cars,  six  baggage,  mail  and  express   cars, 


237 

two  baggage  cars,  three  hundred  and  thirty-seven  freight  platform 
cars,  thirty-nine  service  cars,  ninety-seven  stock  cars,  four  caboose 
cars,  nine  boarding  cars,  one  car  derrick  and  one  car  pile-driver; 
and  all  the  road-bed,  tracks,  franchises  and  chartered  powers  and 
privileges  of  the  said  International  Railroad  Company,  the  said 
Houston  and  Great  Northern  Railroad  Company,  and  the  said  Inter- 
national and  Great  Northern  Railroad  Company,  granted  to  them  by 
virtue  of  their  charters,  or  by  any  other  laws  of  the  State  of  Texas 
or  of  the  United  States;  and  all  the  estate,  powers,  right,  title,  interest, 
franchises,  privileges,  benefits,  property,  possession,  claim  and  de- 
mand whatsoever,  as  well  in  #law  as  in  equity,  of  the  said  Inter- 
national Railroad  Company,  the  said  Houston  and  Great  Northern 
Railroad  Company,  and  the  said  International  and  Great  Northern 
Railroad  Company  of,  in  and  to  the  premises  aforesaid,  and  each  and 
every  part  thereof,  with  the  appurtenances. 

To  have  and  to  hold  unto  the  said  International  and  Great 
Northern  Railroad  Company,  its  successors  and  assigns,  in  fee 
simple  absolute  forever,  as  fully  as  the  said  International  Railroad 
Company,  the  said  Houston  and  Great  Northern  Railroad  Com- 
pany, and  the  said  International  and  Great  Northern  Railroad 
Company,  all  or  any  of  them,  were  seized  of  or  entitled  to  at  any 
time,  with  full  power  to  operate,  construct,  complete,  repair  and 
work  the  said  railroads,  upon  the  same  terms  and  under  the  same 
conditions  and  restrictions  as  are  imposed  by  the  charters  of  the 
said  railroad  companies,  and  by  the  general  laws  of  the  State  of 
Texas  affecting  the  same.  But  no  covenant  of  any  kind  is  to  be  im- 
plied from  this  deed,  except  that  the  said  Kennedy  and  Sloan,  whether 
individually  or  as  trustees,  have  made  no  previous  conveyance  of  or 
incumbrance  upon  the  premises  hereby  conveyed. 

In  witness  whereof,  the  said  John  S.  Kennedy  and  Samuel  Sloan, 
as  trustees,  have  hereunto  set  their  hands  and  seals  this  first  day  of 
November,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and 
seventy-nine. 

[l.  s.]  John  S.  Kennedy, 

[l.  s]  Sam.  Sloan, 

as  Trustees. 
Signed,  sealed  and  delivered  in  presence  of 

John  W.  Sterling, 
Charles   Nettleton. 


238 

State  of  New  York, 


ss 
City  and  County  of  New  York 

I,  Charles  Nettleton,  a  Commissioner  in  said  State  of  New  York, 
residing  in  said  city  of  New  York,  appointed  by  the  Governor  of  the 
State  of  Texas,  do  hereby  certify  that  John  S.  Kennedy  and  Samuel 
Sloan,  trustees,  who  are  personally  known  to  me  to  be  the  same  per- 
sons described  in,  and  who  executed  the  foregoing  instrument,  this 
day  came  before  me  and  acknowledged  that  they  signed,  sealed  and 
delivered  the  said  instrument,  bearing  date  on  the  first  day  of  Novem- 
ber, A.  D.  1879,  as  their  voluntary  act  and  deed,  for  the  considera- 
tions, uses  and  purposes  therein  expr^sed,  as  such  trustees  therein 
described. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  first  day  of  November,  A.  D.  1879. 

Charles  Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 


International  and  Great  Northern  Railroad  Company 


TO 


JOHN  S.  KENNEDY,  SAMUEL  THORPE,  WM.  WALTER 

PHELPS. 


Deed,  to  Land. 


Whereas,  The  International  and  Great  Northern  Railroad  Com- 
pany, a  corporation  existing  under  the  laws  of  the  State  of  Texas, 
did,  on  the  tenth  day  of  March,  one  thousand  eight  hundred  and 
seventy-nine,  by  deed  of  that  date,  signed  by  Sam  Sloan,  as  Presi- 
dent of  said  Company,  convey  unto  "  John  S.  Kennedy,  Samuel 
Thorne,  of  the  city,  county  and  State  of  New  York,  and  William 
Walter  Phelps,  of  Bergen  county,  in  the  State  of  New  Jersey,  their 
heirs  and  assigns,  and  to  the  survivors  and  survivor  of  them,  and 
the  heirs  and  assigns  of  the  survivors  and  survivor  of  them,  as  joint 
tenants  and  not  as  tenants  in  common,  forever,  all  the  lands  and  land 
certificates  hereinafter  mentioned,  and  which  deed  is  recorded  in  the 
several  counties  of  the  State  of  Texas,  in  which  the  lands  thereby 
conveyed  are  situate,  and  which  is  here  referred  to  and  made  part 
and  parcel  of  this  deed; 

And  Whereas,  A  doubt  has  arisen  as  to  whether  the  lands  and 
certificates  conveyed,  and  intended  to  be  conveyed  by  said  deed, 
are  described  therein  with  desirable  certainty:  Now,  for  the  pur- 
pose of  describing  said  lands  and  land  certificates  with  greater  cer- 
tainty, and  in  this  respect  make  said  deed  of  ioth  March,  1879,  more 
definite  and  specific  as  to  the  property  thereby  conveyed,  the  said 
International  and  Great  Northern  Railroad  Company,  as  party  of 
the  first  part,  for  the  same  consideration  named  in  said  deed  of  ioth 


240 

March,  1879,  to-wit:  four  millions  six  hundred  and  twenty-eight 
thousand  four  hundred  dollars,  all  of  which  has  been  paid  as  therein 
recited  and  admitted,  hath  granted,  bargained,  sold,  conveyed,  as- 
signed, transferred  and  set  over,  and  by  these  presents  doth  grant, 
bargain,  sell,  convey,  assign,  transfer  and  set  over  unto  the  said  John 
S.  Kennedy,  Samuel  Thorne  and  William  Walter  Phelps,  parties  of 
the  second  part,  their  heirs  and  assigns,  and  the  survivors  and  sur- 
vor  of  them,  and  the  heirs  and  assigns  of  the  survivors  and  survivor 
of  them,  as  joint  tenants  and  not  as  tenants  in  common,  forever,  all 
the  lands,  tenements,  hereditaments  and  real  estate,  and  all  the  rights 
and  interests  in  the  real  estate  hereinafter  mentioned  and  described, 
that  is  to  say: 

All  the  lands  in  the  State  of  Texas,  then  owned  by  said  party  of 
the  first  part,  located  by  virtue  of  certain  certificates  for  land  issued 
by  the  Commissoner  of  the  General  Land  Office  of  the  State  ot 
Texas,  to  the  said  International  and  Great  Northern  Railroad  Com- 
pany, under  and  by  virtue  of  a  certain  act  of  the  Legislature  of  the 
State  of  Texas,  entitled  "  An  Act  for  the  relief  of  the  International 
Railroad  Company,  now  consolidated  with  the  Houston  and  Great 
Northern  Railroad  Company,  under  the  name  of  the  International 
and    Great  Northern   Railroad  Company,"   approved  March   10th, 

i8?5- 

Also,  the  right,  title  and  interest  of  any  and  every  kind  of  the 
said  party  of  the  first  part  in,  to  and  by  virtue  of  all  other  land 
certificates,  then  owned  by  the  party  of  the  first  part  and  not  located, 
heretofore  issued  to  the  said  party  of  the  first  part,  under  and  by 
virtue  of  the  said  act  of  the  Legislature  of  the  State  of  Texas,  ap- 
proved March  10th,  1875,  entitled  "An  act  for  the  relief  of  the  In- 
ternational Railroad  Company,  now  consolidated  with  the  Houston 
and  Great  Northern  Railroad  Company,  under  the  name  of  the  In- 
ternational and  Great  Northern  Railroad  Company." 

The  land  certificates  hereby  conveyed,  and  also  the  land  certifi- 
cates by  virtue  of  which  the  lands  hereby  conveyed  were  located, 
and  acquired  by  the  party  of  the  first  part,  are  numbered  as  follows, 
and  were  issued  by  the  Commissioner  of  the  General  Land  Office  of 
the  State  of  Texas,  as  follows,  to-wit:  Numbers  three  hundred  and 
four  (304)  to  three  hundred  and  nine  (309),  both  numbers  inclusive 
(6);  three  hundred  and  eleven  (311)  to  three  hundred  and  thirty-nine 
(339),  both  numbers  inclusive  (29);  three  hundred  and  forty-one 
(341)  to  three  hundred  and  seventy-six  (376),  both  numbers  inclusive 


241 

(36);  three  hundred  and  seventy-eight  (378)  to  three  hundred  and 
eighty-six  (386),  both  numbers  inclusive  (9);  three  hundred  and 
eighty-eight  (388),  (1);  four  hundred  and  one  (401)  to  four  hundred 
and  seven  (407),  both  numbers  inclusive  (7);  four  hundred  and  ten 
(410),  (1);  four  hundred  and  eighteen  (418)  to  four  hundred  and 
twenty  (420),  both  numbers  inclusive  (3);  four  hundred  and  twenty- 
two  (422)  to  four  hundred  and  thirty-seven  (437),  both  numbers  in- 
clusive (16);  four  hundred  and  thirty-nine  (439)  to  four  hundred 
and  forty-one  (441),  both  numbers  inclusive  (3);  four  hundred  and 
forty-three  (443)  to  four  hundred  and  sixty-five  (465),  both  numbers 
inclusive  (23);  four  hundred  and  sixty-eight  (468),  (1);  four  hundred 
and  seventy-one  (471)  to  four  hundred  and  ninety-three  (493),  both 
numbers  inclusive  (23),  were  issued  as  aforesaid  on  the  18th  day  of 
May,  A.  D.  1875.  Numbers  four  hundred  and  ninety-four  (494)  to 
five  hundred  and  twenty-two  (522),  both  numbers  inclusive  (29); 
five  hundred  and  twenty-four  (524)  to  five  hundred  and  twenty-nine 
(529),  both  numbers  inclusive  (6);  five -hundred  and  thirty-two  (532) 
and  five  hundred  and  thirty-three  (533),  (2);  five  hundred  and  thirty- 
five  (535)  to  five  hundred  and  forty-five),  both  numbers  inclusive 
(11);  five  hundred  and  forty-seven  (547)  and  five  hundred  and  forty- 
eight  ^548),  (2);  five  hundred  and  fifty-one  (551)  to  five  hundred  and 
fifty-nine  (559),  both  numbers  inclusive  (9);  five  hundred  and  sixty- 
five  (565)  to  five  hundred  and  seventy-five  (575),  both  numbers  in- 
clusive (n);  five  hundred  and  eighty-one  (581)  to  seventeen  hundred 
(1700),  both  numbers  inclusive  (1,120);  seventeen  hundred  and 
twenty-seven  (1727)  to  three  thousand  and  forty-nine  (3,049),  both 
numbers  inclusive  (1,323);  three  thousand  and  fifty-one  (3,051)  to 
three  thousand  one  hundred  and  eight  (3,108),  both  numbers  inclu- 
sive (58);  three  thousand  one  hundred  and  thirteen  (3,113)  to  three 
thousand  one  hundred  and  fifty-seven  (3,157),  both  numbers  inclusive 
(45);  three  thousand  one  hundred  and  fifty-nine  (3,159)  and  three 
thousand  one  hundred  and  sixty  (3,160),  (2);  three  thousand  one 
hundred  and  sixty-three  (3,163)  and  three  thousand  one  hundred 
and  sixty-four  (3,164),  (2);  three  thousand  one  hundred  and  sixty- 
six  (3,166)  to  three  thousand  one  hundred  and  seventy-three  (3,173), 
both  numbers  inclusive  (8);  three  thousand  one  hundred  and  seven- 
ty-five (3,175)  to  three  thousand  two  hundred  and  thirteen  (3,213), 
both  numbers  inclusive  (39);  three  thousand  two  hundred  and  six- 
teen (3,216)  to  three  thousand  four  hundred  and  fifty-seven  (3,457), 
both  numbers  inclusive  (242);  three  thousand  four  hundred  and 
sixty-five    (3,465)    to  three  thousand  four  hundred  and  sixty-seven 


242 

(3,467),  both  numbers  inclusive  (3);  three  thousand  four  hundred 
and  sixty-nine  (3,469)  to  three  thousand  five  hundred  and  twelve 
(3,512),  both  numbers  inclusive  (44);  three  thousand  five  hundred  and 
fourteen  (3,514)  to  three  thousand  five  hundred  and  forty-nine 
(3,549),  both  numbers  inclusive  (56);  three  thousand  five  hundred 
and  fifty-one  (3,551)  to  three  thousand  five  hundred  fifty-three 
(3,553),  both  numbers  inclusive  (3);  three  thousand  five  hundred 
and  fifty-five  (3,555)  to  three  thousand  seven  hundred  and  forty- 
three  (3,743),  both  numbers  inclusive  (189);  three  thousand  seven 
hundred  and  forty-nine  (3,749)  to  three  thousand  seven  hundred  and 
sixty-two  (3,762),  both  numbers  inclusive  (14);  three  thousand  seven 
hundred  and  sixty-four  (3,764)  to  three  thousand  eight  hundred  and 
sixteen  (3,816),  both  numbers  inclusive  (53);  three  thousand  eight 
hundred  and  fifty-nine  (3,859)  to  four  thousand  and  twenty  (4,020), 
both  numbers  inclusive  (162);  were  issued  as  aforesaid  on  the  24th 
day  of  May,  A.  D.  1875.  Numbers  four  thousand  and  twenty-two 
(4,022)  to  four  thousand  and  thirty-four  (4,034),  both  numbers  in- 
clusive (13);  four  thousand  and  thirty-six  (4,036)  to  four  thousand 
and  eighty-three  (4,083),  both  numbers  inclusive  (48);  four  thousand 
and  eighty-five  (4,085),  (1);  four  thousand  and  eighty-seven  (4,087) 
to  four  thousand  one  hundred  and  eight  (4,108),  both  numbers  in- 
clusive (22);  four  thousand  one  hundred  and  fourteen  (4,114)  to  four 
thousand  eight  hundred  and  twenty  (4,820),  both  numbers  inclusive 
(707)5  were  issued  as  aforesaid  on  the  8th  day  of  September,  A.  D. 
1876.  And  numbers  four  thousand  eight  hundred  and  twenty-one 
(4,821)  to  five  thousand  two  hundred  (5,200),  both  numbers  inclusive 
(380);  five  thousand  two  hundred  and  six  (5,206),  (1);  five  thousand  two 
hundred  and  eleven  (5,211)  to  five  thousand  two  hundred  and 
twenty  (5,220),  both  numbers  inclusive  (10);  five  thousand  two  hun- 
dred and  twenty-two  (5,222)  to  five  thousand  two  hundred  and 
thirty-three  (5,233),  both  numbers  inclusive  (12);  five  thousand  two 
hundred  and  thirty-six  (5,236)  to  five  thousand  two  hundred  and 
thirty-eight  (5,238),  both  numbers  inclusive  (3);  were  issued  as  afore- 
said on  the  16th  day  of  February,  A.  D.  1877,  making  a  total  of  four 
thousand  seven  hundred  and  sixty-eight  (4,768)  certificates  for  six 
hundred  and  forty  (640)  acres  of  land  each,  equal  to  three  million 
fifty-one  thousand  five  hundred  and  twenty  (3,051,520)  acres. 

But  from  this  conveyance  there  is  saved  and  excepted  one  hundred 
and  sixty  (160)  acres  of  land  located  in  Kinney  county,  Texas,  by 
virtue  of  the  aforesaid  certificate  number  four  thousand  three  hun- 
dred and  fifty-five  (4,355),  the  said  160  acres  being  part  of  Survey 


243 

No.  23,  Block  No.  6,  of  the  surveys  of  the  party  of  the  first  part  in 
said  Kinney  county,  and  having  been  conveyed  to  John  H.  Jones  by 
the  said  International  and  Great  Northern  Railroad  Company,  by 
deed  dated  November  20th,  1877. 

From  this  conveyance  there  is  also  saved  and  excepted  the  follow- 
ing described  unlocated  balance  land  certificates,  which  were  issued 
to  the  said  International  and  Great  Northern  Railroad  Company  by 
the  Commissioner  of  the  General  Land  Office  of  the  State  of  Texas 
as  follows,  to-wit:  Number  22-29,  f°r  f°ur  hundred  and  fourteen 
(414)  acres  of  land  issued  March  9th,  1878,  as  a  balance  on  the 
aforesaid  certificate  No.  3,173;  Number  22-65,  f°r  one  hundred  and 
sixty-seven  (167)  acres  of  land  issued  January  4th,  1877,  as  a  balance 
on  the  aforesaid  certificate  No.  3,553;  Number  22-133,  for  fifty- two 
(52)  acres  of  land  issued  April  27th,  1877,  as  a  balance  on  the 
aforesaid  certificate  No.  3,675;  Number  22-137,  for  four  hundred 
and  forty  (440)  acres  of  land  issued  May  10th,  1877,  as  a  balance 
on  the  aforesaid  certificate  No.  3,555;  Number  22-145,  f°r  sixty 
67-100  (60  67-100)  acres  of  land  issued  May  10th,  1877,  as  a  balance 
on  the  aforesaid  certificate  No.  3,472;  Number  22-146,  for  forty- 
two  (42)  acres  of  land  issued  May  10th  1877,  as  a  balance  on 
the  aforesaid  certificate  No.  3,494;  Number  22-155,  for  forty-six 
(46)  acres  of  land  issued  May  28th,  1877,  as  a  balance  on  the  afore- 
said certificate  No.  494;  Number  22-159,  ^or  fifteen  (15)  acres  of 
land  issued  June  7th,  1877,  as  a  balance  on  the  aforesaid  certificate 
No.  568;  Number  23-56,  for  thirty-four  (34)  acres  of  land  issued 
May  1st,  1878,  as  a  balance  on  the  aforesaid  certificate  No.  699; 
Number  23-57,  for  three  hundred  and  eighty  (380)  acres  of  land  is- 
sued May  1st,  1878,  as  a  balance  on  the  aforesaid  certificate  No. 
3,756;  Number  33-79,  for  fifty-five  acres  of  land  issued  June  6th, 
1878,  as  a  balance  on  the  aforesaid  certificate  No.  3,457;  Number 
23-80,  for  eighteen  (18)  acres  of  land  issued  June  6th,  1878,  as  a 
balance  on  the  aforesaid  certificate  No.  3,884;  Number  23-82,  for 
fifty-four  (54)  acres  of  land  issued  June  6th,  1878,  as  a  balance  on 
the  aforesaid  certificate  No.  681;  Number  23-87,  for  thirty  (30)  acres 
of  land  issued  June  6th,  1878,  as  a  balance  on  the  aforesaid  certifi- 
cate No.  3,668;  Number  23-88,  for  thirty-three  (33)  acres  of  land  is- 
sued June  6th,  1878,  as  a  balance  on  the  aforesaid  certificate  No. 
3,672;  Number  23-98,  for  forty-nine  (49)  acres  of  land  issued  June 
8th,  1878,  as  a  balance  on  the  aforesaid  certificate  No.  3,791;  Num- 
ber 23-100,  for  forty  (40)  acres  of  land  issued  June  8th,  1878,  as  a 
balance  on  the  aforesaid  certificate  No.  3,795,  making  a  total  in   un- 


244 

located  balance  certificates  of  nineteen  hundred  and  twenty-nine 
67-100  (1929  67-100)  acres  heretofore  conveyed  by  the  said  party 
of  the  first  part,  which  added  to  the  said  160  acres  of  land  makes 
a  total  of  two  thousand  and  eighty-nine  67-100  (2,089  67-100)  acres 
to  be  deducted  from  the  said  three  million  fifty-one  thousand  five 
hundred  and  twenty  (3,051,520)  acres,  thus  leaving  a  balance  of 
three  million  forty-nine  thousand  four  hundred  and  thirty  33-100 
acres  (3,049,430  33-100)  to  be  included,  and  which  is  hereby  in- 
cluded in  this  conveyance. 

It  is  the  object  and  intent  of  this  instrument  to  convey  to  the 
said  party  of  the  second  part  all  of  the  said  lands  heretofore  located, 
and  not  heretofore  sold  and  conveyed,  and  also  all  the  land  and 
right  in  land,  by  virtue  of  the  aforesaid  certificates  not  heretofore 
located,  and  not  previously  sold  and  conveyed. 

It  is  understood  that  the  lands  described  in  this  indenture,  as  lo- 
cated by  virtue  of  certain  of  the  land  certificates  enumerated  herein, 
are  situated  in  the  counties  of  Anderson,  Atascosa,  Cherokee,  Colo- 
rado, Fort  Bend,  Freestone,  Galveston,  Guadaloupe,  Harris,  Hen- 
derson, Houston,  Jackson,  Leon,  Liberty,  Matagorda,  Milam,  Mont- 
gomery, Newton,  Nacogdoches,  Orange,  Parker,  Polk,  San  Jacinto, 
Trinity,  Tyler,  Walker,  Wharton,  Williamson,  Carson,  Gray,  Hemp- 
hill, Hutchinson,  Randall,  Roberts,  Cottle,  Crosby,  Dickens,  King, 
Motley,  Crockett,  Dimmitt,  Bncinal,  Frio,  Kinney,  LaSalle,  Maverick, 
Pecos,  Uvalde,  Webb  and  Zavalla,  in  the  State  of  Texas. 

Any  and  all  the  aforesaid  lands  (if  any)  necessary  for  right  of 
way,  depots  and  shop  grounds  of  and  for  any  of  the  railroads  now 
owned,  or  possessed  by  the  said  International  and  Great  Northern  Rail- 
road Company,  and  now  or  heretofore  appropriated  for  any  of  those 
purposes,  are  hereby  excepted  from  this  conveyance,  and  are  not  to 
pass  or  be  affected  by  this  deed. 

Together  with  all  and  singular  the  tenements,  hereditaments  and 
appurtenances  belonging  to  the  aforesaid  lands,  or  any  of  them,  or 
in  any  wise  appertaining  thereto,  and  the  reversion,  remainder  and 
remainders,  rents,  issues  and  profits  thereof.  Also,  all  the  estate, 
right,  title,  interest,  property,  possession,  claim  and  demand  what- 
soever, as  well  at  law  as  in  equity,  of  the  said  party  of  the  first  part 
of,  in  and  to  the  same  and  every  part  and  parcel  thereof,  with  the 
appurtenances. 

To  have  and  to  hold,  the  hereinabove  granted,  bargained  and  de- 
scribed premises,  with  the  appurtenances,  unto  the  said  parties  of 
the  second  part,  their  heirs  and  assigns,  and  unto  the   survivors  and 


245 

survivor  of  them,  and  to  the  heirs  and  assigns  of  the  survivors  and 
survivor  of  them,  as  joint  tenants,  and  not  as  tenants  in  common,  to 
their  own  use,  benefit  and  behoof  forever. 

In  witness  whereof,  the  said  International  and  Great  Northern 
Railroad  Company  hath  hereunto  set  its  corporate  seal  to  this  and 
forty-nine  other  deeds  in  the  words  and  figures  of  this,  each  of  which 
is  here  made  an  original  deed,  and  each  is  attested  by  the  signatures 
of  the  now  President  and  Assistant  Secretary,  of  the  party  of  the 
first  part,  on  the  day  of  A.  D.  1879,  and  intended  to  take 

effect  from  the  10th  day  of  March,  1879. 

International  and  Great  Northern  Railroad  Company, 

By  President. 

Attest:  Assistant  Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of 


ARTICLES  OF  INCORPORATION 


GEORGETOWN  RAILROAD  COMPANY. 


We,  the  undersigned,  Emzy  Taylor,  Moses  E.  Steele,  John  J.  Dim- 
mitt,  Thomas  P.  Hughes,  Duncan  G.  Smith,  Frank  L.  Price,  W.  K. 
Makemson,  Samuel  M.  Strayhorn,  Richard  Sansom  and  J.  L.  Rucker, 
who  reside  in  the  county  of  Williamson,  State  of  Texas,  and  who  are 
subscribers  to  the  stock  of  the  Georgetown  Railroad  Company,  be- 
ing desirous  of  acquiring  and  enjoying  the  powers,  immunities,  rights 
and  privileges  of  corporation,  or  body  politic  in  law,  as  authorized  by 
an  act  of  the  Legislature  of  the  State  of  Texas,  entitled  "An  Act  to 
provide  for  the  incorporation  of  associations  that  may  be  organized 
for  the  purpose  of  constructing  railways,  maintaining  and  operating 
the  same;  for  prescribing  and  defining  the  duties,  and  limiting  the 
powers  of  such  corporations  when  so  organized,"  approved  August 
15,  1876,  do  hereby  associate  ourselves  under  the  above  law,  and  for 
the  above  objects  and  purposes  specified  in  the  following  articles  of 
incorporation  adopted  by  us: 

Article  I.  The  name  of  this  corporation  shall  be  Georgetown 
Railroad  Company. 

Art.  II.  The  places  to  and  from  which  it  is  proposed  to  con- 
struct said  railway  are  as  follows:  From  Georgetown  to  Round 
Rock,  the  said  road  being  wholly  in  Williamson  county. 

Art.  III.  The  place  at  which  shall  be  established  and  maintain- 
ed the  principal  business  of  said  corporation  is  the  town  of  George- 
town, Williamson  county,  Texas. 

Art.  IV.  This  corporation  shall  commence  and  date  from  the 
filing  of  this  charter  in  the  office  of  the  Secretary  of  State,  and  shall 


247 

continue  for  fifty  years,  with  privilege  of  renewal  as  provided  by  law. 

Art.  V.  The  amount  of  capital  stock  of  this  corporation  shall  be 
fifty  thousand  dollars. 

Art.  VI.  The  names  and  places  of  residences  of  the  several 
persons  forming  this  association  for  said  incorporation  are  stated  in 
the  preamble  to  this  article,  viz:  Emzy  Taylor,  Moses  E.  Steele,  John 
J.  Dimmitt,  Thomas  P.  Hughes,  Duncan  G.  Smith,  Frank  L.  Price, 
W.  K.  Makemson,  Samuel  M.  Strayhorn,  Richard  Sansom  and  J.  L. 
Rucker. 

Art.  VII.  The  names  of  the  first  Board  of  Directors  of  the 
Georgetown  Railroad  Company  shall  be  Emzy  Taylor,  Moses  E. 
Steele,  Thomas  B.  Hughes,  David  Love,  J.  L.  Rucker,  Duncan  G. 
Smith,  and  John  J.  Dimmitt.  The  government  and  management  of 
the  affairs  of  said  corporation  shall  be  vested  in  a  Board  of  Direc- 
tors, seven  in  number,  from  whom  a  President  and  Vice  President 
shall  be  chosen,  and  a  Secretary,  and  a  Treasurer,  and  such  other 
officers  and  agents  as  may  be  determined  upon  by  the  Board  of  Di- 
rectors. 

Art.  VIII.  The  number  and  amount  of  shares  in  the  capital 
stock  of  said  corporation  shall  be  five  hundred  shares,  of  the  par 
value  of  one  hundred  dollars  each,  making  fifty  thousand  dollars, 
said  amount  of  capital  stock  and  number  and  amount  of  said  shares 
in  said  corporation  being  a  subscription  of  at  least  one  thousand 
dollars  per  mile  on  the  line  of  said  railway.     This  May  16th,  1878. 

(Signed.)  Emzy  Taylor, 

J.  L.  Rucker, 
W.  K.  Makemson, 
F.  L.  Price, 
Duncan  G.  Smith, 
M.  E.  Steele, 
S.  M.  Strayhorn, 
R.  Sansom, 
Thos.  J.  Hughes, 
J.  J.  Dimmitt. 


ison.  j 


State  of  Texas 
County  of  Williamson. 

Before  me,  R.  H.  Price,  a  notary  public  in  and  for  said  county 
and  State,  this  day  personally  appeared  Emzy  Taylor,  Duncan  G. 
Smith,   M.  E.  Steele,  John  J.   Dimmitt,  Thomas   P.  Hughes,   F.  L. 


248 

Price,  W.  K  Makemson,  S.  M.  Strayhorn,  Richard  Sansom  and  J. 
L.  Rucker,  all  of  whom  are  to  me  well  known,  who  acknowledged 
severally  that  they  signed  the  foregoing  articles  of  incorporation,  and 
declared  the  same  to  be  their  act  and  deed  for  the  uses  and  purposes 
therein  expressed. 

To  certify  which,  I  hereto  set  my  hand  and  notarial  seal,  at  office 
in  Georgetown,  Texas,  this  23d  day  of  May,  A.  D.  1878. 

(Signed.)  R.  H.  Price, 

[l.  s.]  Notary  Public,  Williamson  county,  Texas. 


The  State  of  Texas,  \ 
Williamson  County,    j 

Before  me,  the  undersigned  authority,  personally  came  Emzy  Tay- 
lor, Duncan  G.  Smith  and  M.  E.  Steele,  Directors  named  in  the 
articles  of  incorporation  of  the  Georgetown  Railroad  Company,  here- 
to annexed,  and  each  of  whom  are  to  me  well  known,  who,  being 
severally  duly  sworn,  depose  and  say  that  the  five  per  cent,  of  the 
amount  of  stock  subscribed  to  said  Georgetown  Railroad  Company, 
to-wit:  the  sum  of  twenty-five  hundred  dollars,  has  been  paid  in  cash 
to  the  Directors  named  in  said  annexed  articles  of  incorporation,  and 
that  stock,  to  the  amount  of  one  thousand  dollars  per  mile,  has  been 
subscribed  to  said  Railroad  Company. 

(Signed.)  Emzy  Taylor, 

Duncan  G.  Smith, 
M.  E.  Steele. 

Sworn  to  and  subscribed  before  me  this  23d  day  of  May,  A.  D. 
1878. 

(Signed.)  R.  H.  Price, 

[l.  s.]  Notary  Public,  Williamson  county,  Texas. 


The  State  of  Texas,         ) 
Attorney  General's  Office.    } 

This  is  to  certify  that  the  articles  of  incorporation  of  the  Georgetown 
Railroad  Company,  to  which  this  certificate  is  attached,  were  sub- 
mitted to  me  on  the  31st  day  of  May,  1878,  and  after  examining  the 
same,  I  find  them  to  be  in  accordance  with  the  provisions  of  an  "Act 
to  provide  for  the  incorporation  of  associations  that  may  be  organ- 
i  zed  for  the  purpose  of  constructing  railways,  maintaining  and  oper- 


249 

ating  the  same;  for  prescribing  and  defining  the  duties  and  limiting 
the  powers  of  such  corporations  when  so  organized,"  approved  Au- 
gust 15th,  1876,  and  not  in  conflict  with  the  laws  of  the  United  States, 
or  of  this  State. 

Witness  my  hand,  at  Austin,  Texas,  this  the  31st  day  of  May,  A. 
D.  1878. 

(Signed.)  H.  H.  Boone, 

Attorney  General  State  of  Texas. 


[endorsed.] 

Charter  of  Georgetown  Railroad  Company,  filed  in  the  Department 
of  State  May  31st,  1878,  and  recorded  on  pages  76,  77  and  78  of 
Record  "A"  of  Railroad  Charters. 

(Signed.)  I.  G.  Searcy, 

Secretary  of  State 


The  State  of  Texas,         ) 
Department  of  State,  j 

I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  original  char- 
ter of  the  "  Georgetown  Railroad  Company"  with  the  endorsements 
thereon,  as  now  appears  of  record  in  this  Department. 

Witness  my  official  signature,  and  the  seal  of  the  State  affixed,  at 
the  City  of  Austin,  this  19th  day  of  February,  A.  D.  1886. 

J.  W.  Baines, 
[seal.]  Secretary  of  State. 


AN    ACT 


TO  INCORPORATE  THE  "HENDERSON    AND    OVERTON 
BRANCH  RAILWAY  COMPANY." 


Section  i.  Be  it  etiacted  by  the  Legislature  of  the  State  of  Texas, 
That  R.  W.  Oliver,  Wiley  Harris,  Jiles  S.  Boggess,  Jr.,  Wm.  S.  Moss, 
A.  B.  Collins,  J.  H.  McLarty,  A.  D.  Tinsley,  Webster  Flanagan,  Tay- 
lor Brown,  Sr.,  A.  J.  Smith,  N.  G.  Bagley,  Thomas  Lloyd,  Ras  Red- 
wine,  R.  R.  Holton,  T.  J.  Trammell,  Sr.,  T.  H.  Coleman,  James 
Hamelton,  James  Cliborne,  J.  E.  Norvell,  T.  J.  Lacy,  A.  R. 
Crow,  Ruben  Cook,  Dr.  A.  C.  Neal,  Arthur  Buckner,  and  such  others 
as  they  may  associate  with  them,  are  hereby  created  a  body  politic 
and  corporate  under  the  name  of  the  "Henderson  and  Overton 
Branch  Railroad  Company,"  and  by  such  name  they  may  sue  and 
be  sued,  make  contracts,  have  and  hold  real  and  personal  property 
by  grant,  donation  or  purchase,  or  sell,  transfer  or  alienate  the  same. 
Said  Company  shall  have  succession  for  ninety-nine  years,  and  a  cor- 
porate seal. 

Sec.  2.  That  said  persons  named  in  the  first  section  of  this  act, 
their  associates,  or  assigns,  shall  constitute  the  first  Board  of  Direc- 
tors. They  shall  have  the  right  to  elect  a  President,  Vice  President, 
Secretary,  Treasurer  and  Attorney;  the  other  officers  and  agents  of 
the  Company  shall  be  appointed  in  such  manner  as  the  said  Direc- 
tors may  ordain  and  establish.  The  said  Directors  shall  have  power 
to  make  by-laws,  rules  and  regulations  for  their  government,  so  as  to 
carry  out  the  intent  of  this  act,  and  to  appoint  an  Executive  Com- 
mittee, and  confer  upon  it  such  powers  as  they  may  see  fit,  not  in- 
consistent with  the  laws  of  the  State  or  United  States;  to  provide  for 
the  future  election  of  officers,  and  to  fix  the  place  for  the  principal 
office  of  the  Company,  and  change  the  same  at  pleasure;  to  provide 
for  issuing  of  stock  and  transfer  of  the  same;  to  provide  for  issuing 
of  the  bonds  of  the  Company;  to  mortgage  and  hypothecate  the 
road-bed,  voting  stock  and  all  other  property  of  said  Company;  to 
raise  funds  to  build  or  equip  said  road. 

Sec.  3.     That  said  Company  shall  have  the  right   to  construct, 


25i 

own  and  operate  a  first  class  road  of  whatever  guage  they  may  see 
proper,  from  Overton,  on  the  International  Railroad,  to  Henderson, 
in  Rusk  county,  Texas.  That  said  Company  shall  have  the  right  to 
connect  their  road  with  the  International  Railroad,  at  Overton;  pro- 
vided, that  if  the  gauge  of  the  road  is  under  four  feet  eight  inches  and 
a  half  and  not  less  than  three  feet,  the  Company  shall  be  entitled  to 
only  twelve  sections  of  land  to  the  mile  of  its  road  so  completed  and 
constructed. 

Sec.  4.  Said  Company  shall  have  the  right  of  way  along  their  en- 
tire route,  not  to  exceed  two  hundred  feet  in  width  over  all  lands  of 
the  State,  and  the  free  use  of  rock,  timber,  gravel  and  earth  thereof, 
and  the  terms  of  the  general  laws  of  this  State  to  procure  the  release 
of  the  right  of  way  from  the  owners  of  the  lands  along  the  route,  and 
shall  have  the  right  to  construct  and  operate  a  telegraph  line  along 
their  entire  route,  and  to  build  and  construct  bridges  across  all 
streams  along  their  line. 

Sec.  5.  That  this  Company  shall  receive  sixteen  sections  of  land 
for  every  mile  of  said  road  that  shall  be  constructed  and  put  in  good 
running  order. 

Sec.  6.  That  the  capital  stock  of  said  Company  shall  be  two 
hundred  thousand  dollars,  with  the  privilege  of  increase  to  any  sum 
not  to  exceed  six  hundred  thousand  dollars,  divided  into  shares  of 
one  hundred  dollars  each. 

Sec.  7.  Said  Company  shall  have  the  whole  line  completed  in 
five  years  from  and  after  the  passage  of  this  act. 

Approved  April  29,  1874. 


ARTICLES  OF  INCORPORATION 


AUSTIN  AND  OATMANVILLE  RAILWAY  COMPANY. 


Know  all  men  by  these  presents, 

That  we,  A.  Taylor,  J.  V.  Farwell  and  C.  B.  Farwell,  who  reside  in 
Cook  county,  State  of  Illinois,  A.  C.  Babcock,  who  resides  in  Fulton 
county,  State  of  Illinois,  H.  M.  Hoxie,  who  resides  in  the  city  of  St. 
Louis,  State  of  Missouri,  and  J.  T.  Brackenridge,  A.  P.  Wooldridge, 
Gustav  Wilke,  J.  W.  Robertson  and  W.  D.  Williams,  who  reside  in 
the  city  of  Austin,  county  of  Travis,  and  State  of  Texas,  and  our 
associates,  subscribers  to  the  capital  stock  of  the  Austin  and  Oat- 
manville  Railway  Company,  being  desirous  of  organizing  and  enjoying 
the  powers,  privileges,  rights  and  immunities  of  a  corporation,  or 
body  politic  in  law,  for  the  purpose  of  constructing,  owning,  maintain- 
ing and  operating  a  railroad  in  the  State  of  Texas  under  and  by  vir- 
tue of  the  provisions  of  the  general  laws  of  said  State,  as  embraced 
in  Title  LXXXIV.  of  the  Revised  Statutes,  respecting  railroads,  and 
the  amendments  thereof,  do  hereby  for  ourselves,  our  associates,  suc- 
cessors and  assigns,  associate  ourselves  under  the  corporate  name, 
and  for  the  objects  and  purposes  set  forth  and  specified  in  the  fol- 
lowing articles  of  incorporation,  to-wit: 

Article  I.  The  name  of  this  corporation  shall  be  "The  Austin 
and  Oatmanville  Railway  Company." 

Art.  II  The  places  from  and  to  which  it  is  proposed  to  con- 
struct said  railroad  are  as  follows,  to-wit:  Said  railroad  to  com- 
mence at  Kouns  Station  on  the  International  and  Great  Northern 
Railroad,  about  five  miles  south  of  Austin,  in  Travis  county,  Texas, 
and  to  run    thence    by   the  most  practicable   route    through   said 


253 

county  of  Travis,  and  is  to  terminate  at  the  village  of  Oatmanville,  in 
said  county  of  Travis.  The  length  of  said  proposed  railroad  is  six 
(6)  miles,  and  the  same  shall  intersect  and  connect  with  the  Interna- 
tional and  Great  Northern  Railroad  at  said  Kouns  Station. 

Art.  III.  The  principal  business  office  of  said  corporation  shall 
be  established  and  maintained  in  the  city  of  Austin,  Travis  county, 
Texas. 

Art.  IV.  This  corporation  shall  commence  its  corporate  exist- 
ence at  and  shall  date  from  the  filing  of  these  articles  in  the  office 
of  the  Secretary  of  State,  and  shall  continue  for  a  period  of  fifty 
years. 

Art.  V.  The  amount  of  the  capital  stock  of  this  corporation  shall 
be  one  hundred  thousand  dollars. 

Art.  VI.  The  names  and  residences  of  the  several  persons  forming 
this  association  for  the  incorporation  of  this  Company  are  as  follows: 
A.  Taylor,  J.  V.  Farwell  and  C.  B.  Farwell,  who  reside  in  the  city  of 
Chicago,  county  of  Cook,  and  State  of  Illinois,  A.  C.  Babcock,  who 
resides  in  the  city  of  Canton,  county  of  Fulton,  and  State  of  Illinois, 
H.  M.  Hoxie,  who  resides  in  the  city  of  St.  Louis,  and  State  of  Mis- 
souri, and  J.  T.  Brackenridge,  A.  P.  Wooldridge,  Gustav  Wilke,  J. 
W.  Robertson  and  W.  D.  Williams,  who  reside  in  the  city  of  Austin, 
Travis  county,  State  of  Texas. 

Art.  VII.  The  first  Board  of  Directors  of  said  corporation  shall 
be  composed  of  seven  members,  as  follows:  A.  Taylor,  C.  B.  Farwell 
and  A.  C.  Babcock,  who  are  resident  citizens  of  the  State  of  Illinois, 
and  J.  T.  Brackenridge,  A.  P.  Wooldridge,  Gustav  Wilke  and  W.  D. 
Williams,  who  are  resident  citizens  of  the  State  of  Texas.  The  gov- 
ernment of  this  corporation  and  the  management  of  its  affairs  shall 
be  vested  in  a  Board  of  Directors  composed  of  seven  persons  as 
aforesaid;  a  President,  who  shall  be  a  member  of  the  Board  of  Direc- 
tors, and  such  other  officers  and  agents  as  this  corporation,  by  its 
by-laws,  may  designate. 

Art.  VIII.  The  capital  stock  of  this  corporation  shall  be  divid- 
ed into  one  thousand  shares  of  the  value  of  one  hundred  dollars  each. 

In  witness  whereof,  and  of  the  adoption  of  the  foregoing  as  the  ar- 
ticles of  incorporation  of  the  Austin  and  Oalmanviile  Railway  Com- 


254 

pany,  we,  the  undersigned  subscribers,  have  hereto  signed  our  names 

this  25th  day  of  October,  A.  D.  1883. 

(Signed.)  A.  Taylor, 

John  V.  Farwell, 
C.  B.  Farwell, 
A.  C.  Babcock, 
H.  M.  Hoxie, 
J.  T.  Brackenridge, 
a.  p.  wooldridge, 
Gustav  Wilke, 
J.  W.  Robertson, 
W.  D.  Williams. 


State  of  Illinois,  ) 
County  of  Cook.    } 

Before  the  undersigned  authority,  within  and  for  said  county  and 
State,  on  this  day  came  and  personally  appeared  A.  Taylor,  C.  B.  Far- 
well  and  A.  C.  Babcock,  three  of  the  Directors  named  in  the  foregoing 
and  attached  articles  of  incorporation  of  the  Austin  and  Oatmanville 
Railway  Company,  all  of  whom  are  personally  known  to  me,  and 
who,  being  by  me  severally  sworn  as  the  law  provides,  on  their  oaths 
severally  depose  and  say  that  the  amount  of  one  thousand  dollars  per 
mile  for  every  mile  of  said  proposed  road  has  been  in  good  faith 
subscribed;  that  five  per  cent,  of  the  amount  subscribed  has  been 
actually  paid  to  the  Directors  named  in  said  articles  of  incorpora- 
tion, and  that  the  incorporators  named  in  said  articles- are  all  sub- 
scribers to  said  capital  stock. 

(Signed.)  A.  Taylor, 

C.  B.  Farwell, 
A.  C.  Babcock. 

Sworn  to  and  subscribed  before  me,  by  the  said  A.  Taylor,  C.  B. 
Farwell  and  A.  C.  Babcock,  at  my  office  in  the  city  of  Chicago,  this 
31st  day  of  October;  A.  D.  1883. 

Witness  my  hand  and  seal  of  office  attached. 

(Signed.)  Enoch  Howard, 

[l.  s.]  Notary  Public,  Cook  County,  Illinois. 


255 

Attorney  General's  Office.    ") 
Austin,  November  5th,  1883.  } 
This  is  to  certify  that  the  original  articles  of  incorporation  of  the 
Austin  and  Oatmanville  Railway  Company  were  submitted  to  me  on 
the  5th  day  of  November,  1883,  and  that  having  carefully  examined 
the  same,  I  find  them  in  accordance  with  the  provisions  of  Chapter 
One,  Title  LXXXIV.,  of  the  Revised  Statutes  of  Texas,  and  not  in 
conflict  with  the  laws  of  the  United  States,  or  of  the  State  of  Texas. 
(Signed.)  John  D.  Templeton, 

Attorney  General. 


[endorsed.] 

Articles  of  incorporation  of  the  Austin  and  Oatmanville  Railway 
Company,  filed  for  record  in  the  Department  of  State,  November  5, 
18,83. 

(Signed.)  J.  W.  Baines, 

Secretary  of  State. 


The  State  of  Texas, 
Department  of  State 


.} 


I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  original  char- 
ter of  the  "  Austin  and  Oatmanville  Railway  Company"  with  the 
endorsements  thereon,  as  now  appears  of  record  in  this  Department. 

Witness  my  official  signature,  and  the  seal  of  the  State  affixed,  at 
the  City  of  Austin,  this  17th  day  of  July,  A.  D.  1885. 

J.  W.  Baines, 
[seal.]  Secretary  of  State. 


RESOLUTION  OF  THE  STOCKHOLDERS 

OF   THE 

International  and  Great  Northern  Railroad  Company 

AUTHORIZING  LEASE  OF  THE 

GALVESTON,  HOUSTON  AND  HENDERSON  RAILROAD. 


Whereas,  Preliminary  negotiations  are  pending  for  a  lease  by 
this  Company,  of  the  property  and  franchises  of  the  Galveston, 
Houston  and  Henderson  Railroad  Company  of  1882,  a  corporation 
of  the  State  of  Texas,  owning  and  operating  a  line  of  railroad  be- 
tween the  cities  of  Galveston  and  Houston,  in  said  State,  and  for 
the  purchase  of  the  capital  stock  of  said  Company,  as  reorganized, 
or  by  other  means  to  control  the  lines  of  said  Company;  and  also, 
for  this  Company  to  guarantee  the  payment  of  the  principal  and  in- 
terest on  two  millions  of  dollars  of  five  per  cent,  thirty  year  bonds 
about  to  be  issued  by  said  Galveston,  Houston  and  Henderson  Rail- 
road Company,  as  reorganized,  and  the  stockholders  of  this  Com- 
pany believing  their  interests  will  be  protected  by  the  acquisition  of 
the  properties  of  said  Company,  thus  enabling  it  to  operate  its  lines 
into  the  city  of  Galveston,  and  there  connect  with  the  water  lines  of 
the  Gulf  of  Mexico; 

Therefore,  Resolved,  That  the  Board  of  Directors,  or  the  Ex- 
ecutive Committee  of  this  Company  be,  and  are  hereby  authorized 
and  empowered  to  enter  into  such  running  and  traffic  arrangements 
with  the  Galveston,  Houston  and  Henderson  Railroad  Company  of 
1882,  or  to  acquire  the  control  of  the  properties  of  said  Company 
by  the  purchase  of  its  stock,  or  by  lease,  for  a  term  of  years,  of  the 
properties  of  said  Company,  or  both,  as  they  may  decide  to  be  for 
the   best   interests  of  this    Company,  and  upon  such  terms  as  said 


257 

Board  or  Executive  Committee  may  deem  advisable;  and  in  consid- 
ation  thereof  said  Board,  or  said  Executive  Committee,  are  author- 
ized and  empowered  to  guarantee  the  punctual  payment  of  the 
principal  and  interest  as  therein  stipulated,  on  an  issue  of  two  mil- 
lions of  dollars  of  said  Galveston,  Houston  and  Henderson  Railroad 
Company's  first  mortgage  five  per  cent,  bonds,  according  to  their 
tenor  and  effect.  Said  Board  of  Directors,  or  Executive  Committee 
of  this  Company,  are  fully  authorized  to  do  such  acts  and  things  as 
may  be  necessary  to  substantially  carry  into  effect  the  provisions  of 
this  resolution. 


International  and  Great  Northern  Railroad  Company 


TO 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 


LE^lSE 


DATED  JUNE  1,  1881. 


THIS  INDENTURE,  made  this  first  day  of  June,  one  thousand 
eight  hundred  and  eighty-one,  between  the  International  and 
Great  Northern  Railroad  Company,  of  the  first  part,  and  the 
Missouri,  Kansas  and  Texas  Railway  Company,  of  the  second 
part. 

Whereas,  The  railroads  of  the  parties  hereto  connect  directly 
with  each  other  at  Mineola,  in  Wood  county,  Texas,  and  a  further 
connection  will  be  made  during  the  present  year  of  the  line  of  the 
party  of  the  second  part,  via  Fort  Worth,  with  the  line  of  railway  of 
the  party  of  the  first  part,  at  some  point  in  Williamson  or  Milam 
county,  Texas; 

And  Whereas,  The  said  parties  hereto  are  desirous  of  entering 
into  a  lease  and  contract  with  each  other  in  respect  to  the  use,  man- 
agement and  working  of  the  railroads  of  the  party  of  the  first  part; 

Now  this  Indenture  Witnesseth: 

That  the  party  of  the  first  part,  for  and  in  consideration  of  the 
covenants  and  agreements  hereinafter  contained  on  the  part  of  the 
said  party  of  the  second  part  to  be  kept  and  performed,  has  leased, 
demised  and  to  farm-let,  and  by  these  presents  does  lease,  demise  and 
to    farm-let  unto  the  party  of   the   second  part,  and  it  does  hereby  . 


259 

take  the  railroad  and  branches  of  the  party  of  the  first  part  in  the 
State  of  Texas,  as  follows,  to-wit: 

A  line  of  railway  from  Longview,  via  Overton,  Troupe  and  Pales- 
tine, to  Houston,  a  distance  of  two  hundred  and  thirty-two  miles, 
more  or  less; 

A  line  of  railway  from  Palestine,  via  Hearne  and  Austin,  to  San 
Antonio,  a  distance  of  two  hundred  and  sixty-two  miles,  more  or 
less; 

A  line  of  railway  from  Mineola  to  Troupe,  a  distance  of  forty-four 
miles,  more  or  less; 

A  line  of  railway  from  Overton  to  Henderson,  a  distance  of  six- 
teen miles,  more  or  less; 

A  line  of  railway  from  Phelps  to  Huntsville,  a  distance  of  eight 
miles,  more  or  less; 

A  line  of  railway  from  Round  Rock  to  Georgetown,  a  distance  of 
ten  miles,  more  or  less; 

A  line  of  railway  from  Houston  to  Columbia,  a  distance  of  fifty 
miles,  more  or  less; 

A  total  distance  of  six  hundred  and  twenty-two  (622)  miles,  more 
or  less,  of  railroad  now  completed  and  in  operation,  together  with 
all  the  branch  roads  and  sidings,  depots,  stations,  buildings,  equip- 
ments, machine  and  other  shops,  machinery,  tools,  appurtenances 
and  property,  real  and  personal,  to  said  demised  railroad  belonging 
and  appertaining,  as  well  that  now  owned  as  that  hereafter  to  be  ac- 
quired by  the  said  party  of  the  first  part,  at  and  between  the  said 
before  mentioned  points,  or  as  appertaining  thereto,  excepting,  how- 
ever, from  the  demised  premises  all  lands  and  land  grants  or  scrip 
for  lands  granted,  owned  or  held,  or  hereafter  to  be  acquired  by  the 
party  of  the  first  part,  and  all  property  not  needed  in  connection 
with  or  necessary  to  the  use  and  operation  of  the  said  demised  rail- 
roads. 

To  have  and  to  hold  the  said  demised  property,  real  and  personal, 
unto  the  said  party  of  the  second  part,  its  successors  and  assigns,  to 
and  for  the  full  end  and  term  of  ninety-nine  (99)  years  from  the  date 
hereof  to  be  fully  completed  and  ended. 

That  in  consideration  of  the  premises,  the  party  of  the  first  part 
hereby  covenants  and  agrees  that  the  party  ot  the  second  part, 
or  its  successors  and  assigns,  shall  at  all  times  during  the  terms  afore- 


260 

said  have  full  and  exclusive  power,  right  and  authority  to  use,  man- 
age and  work  the  said  railroad  of  the  said  first  party,  and  shall  have 
the  right  to  fix  the  tolls  thereon,  but  not  at  a  higher  rate  than  is  au- 
thorized by  the  charter  of  the  first  party  hereto;  and  further,  that  the 
said  party  of  the  second  part,  and  its  successors  or  assigns,  shall 
have  full,  free  and  exclusive  right  to  collect  all  of  the  said  tolls  on 
and  freight  charges  and  dues  to  accrue  from  said  railroad  during  said 
term,  and  to  appropriate  the  same  in  the  way  and  manner  hereinaf- 
ter mentioned,  and  shall  have,  use,  exercise  and  enjoy  all  the  rights, 
powers  and  authority  aforesaid,  and  all  other  lawful  powers  and 
privileges  which  can  or  may  be  lawfully  exercised  and  enjoyed  on 
and  about  the  said  demised  railroad  and  property,  as  exclusively,  ful- 
ly and  amply  as  the  same  might  or  could  have  been  used,  exercised 
and  enjoyed  by  the  said  party  of  the  first  part  had  this  lease  and 
contract  not  have  been  made,  and  as  exclusively,  fully,  amply  and 
entirely  as  the  said  party  of  the  first  part  has  authority  by  law  to 
grant  the  same. 

It  is  understood,  however,  that  the  lessee  company  has  no  power 
to  make  any  mortgage  upon  the  hereby  demised  property  which 
shall  in  any  way  affect  the  rental  to  be  paid  to  the  party  of  the  first 
part  hereunder. 

And  in  consideration  of  the  premises  the  party  of  the  second  part 
hereby  covenants  and  agrees  to  and  with  the  said  party  of  the  first 
part,  as  follows,  viz: 

First.  That  the  party  of  the  second  part,  or  its  successors  and 
assigns,  shall  and  will  at  all  times  during  the  continuance  in  force  of 
these  presents,  work,  use,  manage,  maintain,  operate  and  keep  in  pub- 
lic use  the  railroad  of  the  party  of  the  first  part  with  the  appurten- 
ances, and  will  work,  use,  and  efficiently  operate  the  said  railroad 
and  appurtenances,  and  will,  from  time  to  time,  provide  such  addi- 
tional locomotives,  cars  and  rolling  stock  as  in  the  judgment  of  the 
second  party  shall  be  required  for  and  properly  adapted  to  promptly 
and  fully  accommodate  the  business  tributary  to  the  roads  hereby 
demised,  and  shall  and  will  use  all  reasonable  diligence  to  collect 
and  receive  all  the  said  tolls,  freight  charges  and  dues  which  shall 
accrue  as  aforesaid,  and  apply  and  appropriate  the  same  in  the  way 
and  manner  following,  to-wit: 

Firstly.  To  the  payment  of  the  annual  cost  of  repairing,  maintain- 
ing and  perpetuating  for  public  use  the  said  railroad,  with  its  equip- 
ment and  property  appurtenant    thereto,  and  all  the  expenses  of 


26l 

working,  using,  managing,  maintaining,  operating  and  running  the 
same,  including  reasonable  compensation  for  the  use  of  engines  and 
cars  actually  employed  thereon,  but  not  owned  by  the  party  of  the 
first  part,  and  the  cost  of  any  new  equipment,  side  tracks,  stations, 
depots,  lands  and  reasonable  or  necessary  betterments  of  every  kind 
that  the  party  of  the  second  part  may,  from  time  to  time,  deem 
necessary  to  procure  or  provide  for  the  business  of  said  road,  and 
also  including  premiums  for  insurance  and  all  tolls,  taxes  and  assess- 
ments now  or  hereafter  levied  or  assessed  under  laws  of  the  United 
States  and  of  the  State  of  Texas  upon  the  traffic  passing  over  the 
said  railroads,  and  upon  the  property  of  the  party  of  the  first  part 
now  or  hereafter  acquired  by  the  party  of  the  second  part  by  and 
under  this  lease. 

Secondly.  To  the  payment  of  the  necessary  expenses  of  maintain- 
ing the  organization  of  the  International  and  Great  Northern  Rail- 
road Company,  including  maintenance  of  general  offices  of  the  Com- 
pany in  the  City  of  New  York,  expenses  of  a  Transfer  Agency  and 
Registrar  of  the  Stock  and  Bonds  of  the  first  party,  and  for  paying 
the  interest  on  its  mortgage  debt,  etc. 

Thirdly.  To  the  payment  of  interest  as  the  same  shall  become 
due  and  payable,  from  time  to  time,  upon  the  following  mortgage 
bonds,  covering  the  railroad  and  property  embraced  in  this  lease, 
and  including  the  obligation  of  the  first  party  as  guarantee  of  the 
bridge  bonds  named  as  follows,  to-wit: 

On  $6,434,000,000  of  its  first  mortgage  six  per  cent,  bonds; 
On#225,ooo  Colorado  Bridge  Company  seven  per  cent,  first  mort- 
gage bonds; 

On  $5,534,000  of  its  second  mortgage  six  per  cent,  bonds; 
On  as  many  of  the  first  and  second  mortgage  six  per  cent,  bonds 
of  the  first  party  as  have  been  or  may  hereafter  be  issued  upon  road 
now  under  construction  and  to  be  operated  hereunder  when  com- 
pleted. 

Fourthly.  To  pay  any  surplus  remaining  to  the  party  of  the  first  part, 
to  be  applied  by  the  said  first  party  to  the  payment  of  interest  on 
any  other  bonds  of  the  first  party,  or  for  such  other  purposes  as 
shall  be  determined  from  time  to  time  by  the  Board  of  Directors  of 
the  first  party. 

Second.  If  the  net  or  surplus  revenues  shall  not  be  sufficient  to 
provide  for  the  fixed  charges  on  the  demised  property,  the  lessee  01 
its  successors  or  assigns  may  elect  to  advance  the  funds  required 
from  time  to  time  to  pay  interest  on  bonds  and  other    fixed   charges. 


262 

and  such  advances  shall  be  a  preferred  debt  and  lien  next  to  the  said 
first  and  second  mortgages,  to  be  paid  by  the  party  of  the  first  part, 
and  the  same  is  secured  by  the  future  net  revenues  of  said  first  party, 
and  such  advances  are  hereby  made  an  equitable  lien  on  the  demised 
property. 

If  the  lessee,  however,  elects  not  to  advance  any  such  deficit,  and 
the  interest  on  the  first  and  second  mortgage  bonds  shall  remain  un- 
paid for  a  period  of  six  months,  the  lessor  company  may  thereupon 
elect  to  terminate  this  lease,  and  to  receive  back  the  property  on  the 
payment  of  any  balance  of  indebtedness  then  due  from  it  to  the 
lessee. 

Third.  And  it  is  further  covenanted  and  agreed  by  and  between 
the  parties  hereto,  that  the  extension  now  under  construction  by  the 
party  of  the  first  part,  in  Texas,  from  San  Antonio  to  a  point  at  or 
near  Laredo,  on  the  Rio  Grande,  and  all  such  other  extensions  and 
branches  as  shall  during  the  continuance  of  these  presents  be  made 
by  the  party  of  the  first  part  under  its  charter  powers,  either  by  pur- 
chase, lease,  joint-ownership,  or  under  any  arrangement  for  joint  use 
of  other  roads,  construction  or  otherwise,  whenever  such  additional 
road  or  branches  shall  be  completed  or  acquired  and  ready  for 
operation,  shall  be  and  the  same  are  embraced  herein,  and  shall  be 
taken  and  operated  by  the  party  of  the  second  part  under  like  terms 
and  conditions  with  those  specified  for  the  six  hundred  and  twenty- 
two  miles  before  mentioned. 

Fourth.  That  the  party  of  the  second  shall  and  will  at  all  times 
during  the  hereby  demised  term,  keep  the  buildings  upon  the  lands 
hereby  demised,  insured  in  the  usual  manner  against  loss  by  fire, 
paying  the  premiums  therefor,  as  aforesaid,  and  will  keep  the  said 
demised  railroad,  equipment  and  property  in  good  order  and  repair, 
arid  will  at  the  expiration  of  this  lease  and  contract,  yield  and  de- 
liver up  the  hereby  demised  railroad  and  appurtenances  in  the  same 
good  order  and  repair  that  the  same  are  now  in,  or  may  be  put  in 
during  the  hereby  demised  term,  casualties,  acts  of  God  and  the 
elements  and  reasonable  wear  and  tear  excepted. 

Fifth.  That  the  party  of  the  second  part,  or  its  successors  and 
assigns,  shall  keep  accurate  accounts  of  all  the  business  receipts  and 
revenues  arising  from  the  said  demised  railroad  and  property  and 
all  the  expenses  of  operating  the  same,  and  their  books  relating  thereto 
shall  be  subject  to  the  examination  of  the  President  and  Vice-Presi- 
dent of  the  party  of  the  first  part,  or  of  any   agent  duly  authorized 


263 

by  them  to  examine  the  same,  and  the  party  of  the  second  part,  or 
its  successors  and  assigns,  shall  furnish  to  the  party  of  the  first  part 
monthly  accounts  of  the  gross  receipts  and  expenditures,  and  a  semi- 
annual account  of  all  the  said  business  receipts  and  revenues  and 
expenditures  under  this  indenture. 

And  the  President,  Vice-President  and  Committees  of  the  Board 
of  Directors,  and  all  duly  appointed  agents  of  the  party  of  the  first 
part,  shall  have  the  right  at  all  times  to  travel  without  charge  over 
the  hereby  demised  railroad  for  the  purpose  of  ascertaining  as  to  the 
business  and  management  of  the  said  railroad,  and  reporting  thereon 
to  the  party  of  the  first  part. 

Sixth.  It  is  further  understood  and  agreed  that  in  case  a  plan  or 
agreement  shall  be  perfected  and  entered  into  for  the  management 
and  operation  of  the  railways  of  the  parties  hereto,  or  either  of 
them,  with  other  Southwestern  Railways  under  one  organization  or 
company,  this  lease  shall  thereupon,  at  the  election  of  the  lessee,  or 
its  successors  or  assigns,  cease  and  determine. 

Seventh.  That  if  any  difference  shall  arise  in  relation  to  this 
lease  and  contract  between  the  parties  hereto,  each  of  the  said  par- 
ties shall  select  a  referee  of  experience  and  skill  in  railway  manage- 
ment, and  the  said  referees  shall  select  another  of  like  experience 
and  skill,  and  the  three  so  chosen  shall  hear  and  decide  such  differ- 
ences, and  their  decision,  or  that  of  a  majority  of  them,  shall  be 
final  and  conclusive  upon  the  parties  hereto. 

In  witness  whereof  the  parties  hereto  have  caused  this  indenture 
to  be  signed  by  their  respective  Vice  President  and  President,  and 
their  respective  corporate  seals  to  be  hereto  affixed,  attested  by  their 
respective  Secretaries  this  first  day  of  June,  1881. 

INTERNATIONAL    AND   GREAT   NORTHERN   RAILROAD 

COMPANY. 

[l.  s.]  By  Thos.  Pearsall, 

Attest:  Vice-President. 

Jacob  S.  Wetmore, 

Assistant  Secretary. 

MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 

[l.  s.]  By  Jav  Gould,  President. 

.     Attest: 

H.  B.  Henson, 

Secretary. 


264 

State  of  New  York,         ) 
City  and  County  of  New  York,  j 

Be  it  remembered,  that  on  this  fifth  day  of  September,  A.  D.  1881, 
before  me,  Charles  Edgar  Mills,  Commissioner  for  Texas,  and  No- 
tary Public,  in  and  for  the  State  and  county  of  New  York,  residing 
in  said  city  of  New  York,  personally  appeared  Thos.  W.  Pearsall,  the 
Vice  President,  and  Jacob  S.  Wetmore,  the  Assistant  Secretary  of 
the  International  and  Great  Northern  Railroad  Company,  to  me  re- 
spectively personally  known  to  be  such,  who,  being  by  me  severally 
duly  sworn,  did  depose  and  say  that  he,  said  Thos.  W.  Pearsall,  re- 
sides in  New  York  City,  State  of  New  York;  that  he,  said  Jacob  S. 
Wetmore,' resides  in  Englewood,  New  Jersey;  that  he,  said  Thos. 
W.  Pearsall,  is  the  Vice  President;  and  he,  said  Jacob  S.  Wetmore, 
is  the  Assistant  Secretary  of  the  said  Company;  that  they  both  know 
the  corporate  seal  of  said  Company;  that  the  seal  affixed  to  the  fore- 
going instrument  is  such  corporate  seal;  that  it  was  so  affixed  thereto 
by  order  of  the  Board  of  Directors  of  said  Company,  and  that  they, 
the  said  Thos.  W.  Pearsall  and  Jacob  S.  Wetmore,  as  such  Vice 
President  and  Assistant  Secretary,  signed  the  name  of  said  Company, 
and  their  own  names  thereto,  by  the  like  order,  as  Vice  President 
and  Assistant  Secretary  of  said  Company,  respectively,  and  they 
each,  respectively,  being  personally  known  to  me  to  be  the  same 
persons  whose  names  are  signed  to  the  foregoing  insirument  as  par- 
ties thereto,  acknowledged  to  me  that  they  signed,  sealed  and  exe- 
cuted the  same  as  their  own  free  and  voluntary  act  and  deed,  and  as 
the  free  and  voluntary  act  and  deed  of  the  said  Company,  for  the 
purposes  and  objects  therein  stated. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this,  the  fifth  day  of  September,  A.  D.  188 1. 

(Signed.)  Charles  Edgar  Mills, 

[l.  s.]  Commissioner  for  Texas  in  New  York. 

(Signed.)  Charles  Edgar  Mills, 

[l.  s.]  Notary  Public  for  New  York  County  in  New  York. 


265 


State  of  New  York, 

1  ss. 


,} 


City  and  County  of  New  York 

Be  it  remembered,  that  on  this  seventeenth  day  of  September,  A. 
D.-i88i,  before  me,  Charles  Edgar  Mills,  a  Notary  Public,  in  and  for 
the  State  and  county  of  New  York,  residing  in  said  city  of  New  York, 
personally  appeared  Jay  Gould,  the  President,  and  H.  B.  Henson, 
Secretary  of  the  Missouri,  Kansas  and  Texas  Railway  Company,  to 
me  respectively  personally  known  to  be  such,  who,  being  by  me  sev- 
erally duly  sworn,  did  depose  and  say  that  he,  said  Jay  Gould,  re- 
sides in  New  York  City,  State  of  New  York;  that  he,  said  H.  B. 
Henson,  resides  in  Brooklyn,  New  York;  that  he,  said  Jay  Gould, 
is  the  President;  and  he,  said  H.  B.  Henson,  is  the  Secretary  of  the 
said  Company;  that  they  both  know  the  corporate  seal  of  said  Com- 
pany; that  the  seal  affixed  to  the  foregoing  instrument  is  such  corpor- 
ate seal;  that  it  was  so  affixed  thereto  by  order  of  the  Board  of  Di- 
rectors of  said  Company,  and  that  they,  the  said  Jay  Gould  and  H. 
B.  Henson  as  such  President,  signed  the  name  of  said  Company, 
and  their  own  names  thereto,  by  the  like  order,  as  President 
and  Secretary  of  said  Company,  respectively,  and  they  each, 
respectively,  being  personally  known  to  me  to  be  the  same  per- 
sons whose  names  are  signed  to  the  foregoing  instrument  as  par- 
ties thereto,  acknowledged  to  me  that  they  signed,  sealed  and  exe- 
cuted the  same  as  their  own  free  and  voluntary  act  and  deed,  and  as 
the  free  and  voluntary  act  and  deed  of  the  said  Company,  for  the 
purposes  and  objects  therein  stated. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  the  seventeenth  day  of  September,  A.  D.  1881. 

(Signed.)  Charles  Edgar  Mills, 

[l.  s.]  Commissioner  for  Texas  in  New  York. 

(Signed.)  Charles  Edgar  Mills, 

[l.  s.]  Notary  Public  for  New  York  County  in  New  York. 


AGREEMENT 


BETWEEN 


THE  MISSOURI,  KANSAS   AND  TEXAS  RAILWAY  COMPANY 


AND 


INTERNATIONAL  AND  GREAT  NORTHERN  RAILROAD 

COMPANY. 


DATED   MAY   2,  1  88S. 


AGREEMENT  made  this  second  day  of  May,  1888,  between 
the  Missouri,  Kansas  and  Texas  Railway  Company,  party  of  the 
first  part,  and  the  International  and  Great  Northern  Railroad  Com- 
pany, party  of  the  second  part,  witnesseth: 

Whereas,  In  and  by  an  Indenture  of  Lease  made  between  the 
parties  hereto,  dated  on  the  first  day  of  June,  1881,  the  party  hereto 
of  the  second  part  did  by  the  terms  thereof  lease,  demise  and  to 
farm-let  unto  the  party  hereto  of  the  first  part,  and  said  party  of  the 
first  part  did  likewise  take  for  a  period  of  ninety-nine  years  from 
the  date  of  said  lease,  the  railroad  and  branches  of  the  said  party 
of  the  second  part,  described  in  said  lease  as  follows,  to-wit: 

A  line  of  railway  from  Longview,  via  Overton,  Troupe  a,nd  Pales- 
tine, to  Houston,  a  distance  of  two  hundred  and  thirty-two  miles, 
more  or  less; 

A  line  of  railway  from  Palestine,  via  Hearne  and  Austin,  to  San 
Antonio,  a  distance  of  two  hundred  and  sixty-two  miles,  more  or 
less; 


267 

A  line  of  railway  from  Mineola  to  Troupe,  a  distance  of  forty-four 
miles,  more  or  less; 

A  line  of  railway  from  Overton  to  Henderson,  a  distance  of  six- 
teen miles,  more  or  less; 

A  line  of  railway  from  Phelps  to  Huntsville,  a  distance  of  eight 
miles,  more  or  less; 

Aline  of  railway  from  Round  Rock  to  Georgetown,  a 'distance  of 
ten  miles,  more  or  less; 

A  line  of  railway  from  Houston  to  Columbia,  a  distance  of  fifty 
miles,  more  or  less; 

A  total  distance  of  six  hundred  and  twenty-two  (622)  miles,  more 
or  less,  of  railroad  now  completed  and  in  operation,  together  with 
all  the  branch  roads  and  sidings,  depots,  stations,  buildings,  equip- 
ments, machine  and  other  shops,  machinery,  tools,  appurtenances 
and  property,  real  and  personal,  to  said  demised  railroad  belonging 
and  appertaining,  as  well  that  now  owned  as  that  hereinafter  to  be 
acquired  by  the  said  party  of  the  first  part,  at  and  between  the  said 
beforementioned  points,  or  as  appertaining  thereto,  excepting,  how- 
ever, from  the  demised  premises,  all  lands  and  land  grants  or  scrip 
for  lands  granted,  owned  or  held,  or  hereafter  to  be  acquired  by  the 
party  of  the  first  part,  and  all  property  not  needed  in  connection 
with  or  necessary  to  the  use  and  operation  of  the  said  demised  rail- 
roads, as  will  more  fully  appear  by  reference  to  said  Indenture; 

And  Whereas,  There  have  been  lately  begun  and  are  now  pend- 
ing in  the  District  Court  of  Travis  county,  Texas,  proceedings 
against  the  said  International  and  Great  Northern  Railroad  Com- 
pany, party  of  the  second  part,  instituted  in  the  name  of  the  State 
of  Texas,  upon  the  relation  of  the  Attorney  General  of  said  State, 
wherein  the  making  of  said  Indenture  of  Tease  of  its  railroad  and 
property  by  the  said  party  of  the  second  part  is  claimed,  on  the  part 
of  the  said  State,  to  have  been  unauthorized  by  the  laws  of  Texas, 
and  is  set  forth  and  relied  on  by  the  said  State  of  Texas  as  a  ground 
of  forfeiture  of  the  corporate  rights  and  franchises  of  the  said  party 
of  the  second  part; 

And  Whereas,  Although  said  Indenture  of  Lease  was  made  and 
executed  by  the  parties  hereto  in  good  faith,  and  in  the  exercise  of  a 
supposed  legal  faculty  in  that  behalf  enjoyed  by  each  of  the  said 
parties,  it  is  not  the  desire  of  either  party  hereto  to   maintain   a   re- 


268 

lation  which  may  be  even  seemingly  in  conflict  with  the  laws  of  the 
State  of  Texas; 

Now,  Therefore,  In  consideration  of  the  premises,  and  in 
'  further  consideration  of  the  sum  of  one  dollar  to  each  of  the  parties 
hereto  by  the  other,  in  hand  paid,  receipt  whereof  is  by  each  ac- 
knowledged, it  is  hereby  mutually  agreed  and  declared  that  the  said 
Indenture  of  Lease,  dated  the  first  day  of  June,  1881,  whereby  the 
party  hereto  6f  the  second  part,  by  the  terms  thereof,  leased,  demised 
and  to  farm-let  to  the  party  hereto  of  the  first  part  the  lines  of  rail- 
road, branches  and  property  herein  above  described,  be  and  the 
same  is  hereby  abrogated,  canceled  and  annulled;  and  the  party  of 
the  first  part  hereby  surrenders  and  restores  to  the  party  of  the  sec- 
ond part,  and  the  party  of  the  second  part  hereby  takes  and  resumes 
the  possession,  enjoyment,  management  and  control  of  the  lines  of 
railway,  property  and  rights  embraced  in  and  covered  by  said  lease. 
Executed  in  ten  duplicate  originals,  each  complete,  and  all  to  serve 
as  one. 

In  witness  whereof,  the  parties  hereto  have  caused  these  presents 
to  be  signed  by  their  President  and  Vice-President,  respectively,  and 
their  respective  corporate  seals  to  be  hereto  affixed,  attested  by  their 
Secretaries,  respectively,  this  2d  day  of  May,  A.  D.  1888. 

MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 

[l.  s.]  By  Jay  Gould,  President. 

Attest: 

H.  B.  Henson, 

Secretary. 

INTERNATIONAL    AND    GREAT    NORTHERN    RAILROAD 

COMPANY. 

[l.  s.]  By  S.  H.  H.  Clark, 

Vice-President. 
Attest: 

D.  S.  H.  Smith, 

Secretary. 


269 


State  of  New  York, 


City  and  County  of  New  York,  )  SS' 

Be  it  remembered,  that  on  this  second  day  of  May,  A.  D.  1888,  be- 
fore me,  George  S.  Clay,  a  Notary  Public,  in  and  for  the  City  and 
county  of  New  York,  personally  appeared  Jay  Gould,  the  President, 
and  Henry  B.  Henson,  Secretary  of  the  Missouri,  Kansas  and  Texas 
Railway  Company,  to  me  respectively  personally  known  to  be  such, 
who,  being  by  me  severally  duly  sworn,  did  depose  and  say  that  he, 
said  Jay  Gould,  resides  in  New  York  City,  State  of  New  York;  that  he, 
said  Henry  B.  Henson,  resides  in  the  city  of  Brooklyn,  Kings  county, 
New  York;  that  he,  the  said  Jay  Gould,  is  the  President;  and  he, 
the  said  Henry  B.  Henson,  is  the  Secretary  of  the  said  Railway  Com- 
pany; that  they  both  know  the  corporate  seal  of  the  said  Company; 
that  the  seal  affixed  to  the  foregoing  instrument  is  such  corporate 
seal;  that  it  was  so  affixed  thereto  by  order  of  the  Board  of  Directors 
of  said  Company,  and  that  the  said  Jay  Gould  and  Henry  B.  Henson 
as  such  President  and  Secrerary,  signed  the  name  of  said  Company, 
and  their  own  names  thereto,  by  like  order,  as  President  and 
Secretary  of  said  Company,  respectively,  and  they  each,  re- 
spectively, being  personally  known  to  me  to  be  the  same  per- 
sons whose  names  are  signed  to  the  foregoing  instrument  acknowl- 
edged to  me  that  they  signed,  sealed  and  executed  the  same  as  their 
own  free  and  voluntary  act  and  deed,  and  as  the  free  and  voluntary 
act  and  deed  of  the  said  Company,  for  the  purposes  and  objects 
therein  stated. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  the  day  and  year  last  above  written. 

Geo.  S.  Clay, 
[l.  s.]  Notary  Public,  Kings  County,  N.  Y. 

Certificate  filed  in  New  York  county. 


State  of  New  York,         \ 
City  and  County  of  New  York,  j  ' 

Be  it  remembered,  that  on  this  3d  day  of  May,  A.  D.  1888,  before 
me,  George  S.  Clay,  a  Notary  Public  in  and  for  the  City  and  county 
of  New  York,  personally  appeared  S.  H.  H.  Clark,  the  Vice  Presi- 
dent, and  D.  S.  H.  Smith,  the  Secretary  of  the  International  and 
Great  Northern  Railroad  Company,  to  me  respectively  personally 
known  to  be   such,  who,  being  by  me  severally  duly  sworn,  did  de- 


270 

pose  and  say  that  he,  the  said  S.  H.  H.  Clark,  resides  in  the  city  of 
St.  Louis,  State  of  Missouri,  and  that  he,  the  said  D.  S.  H.  Smith,  re- 
sides in  said  city  of  St.  Louis,  State  of  Missouri;  that  he,  the  said  S. 
H.  H.  Clark,  is  the  Vice  President,  and  he,  the  said  D.  S.  H.  Smith, 
is  the  Secretary  of  the  said  Railway  Company;  that  they  both  know 
the  corporate  seal  of  the  said  Company;  that  the  seal  affixed  to  the 
foregoing  instrument  is  such  corporate  seal;  that  it  was  so  affixed 
thereto  by  order  of  the  Board  of  Directors  of  said  Company,  and 
that  the  said  S.  H.  H.  Clark  and  D.  S.  H.  Smith,  as  such  Vice  Presi- 
dent and  Secretary,  signed  the  name  of  said  Company,  and  their 
own  names  thereto,  by  like  order,  as  Vice  President  and  Secretary 
of  said  Company,  respectively,  and  they  each,  respectively,  being 
personally  known  to  me  to  be  the  same  persons  whose  names  are 
signed  to  the  foregoing  instrument,  acknowledged  to  me  that  they 
signed,  sealed  and  executed  the  same  as  their  own  free  and  voluntary 
act  and  deed,  and  as  the  free  and  voluntary  act  and  deed  of  the  said 
Company,  for  the  purposes  and  objects  stated  therein. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  the  day  and  year  last  above  written. 

Geo.  1*>.  Clay, 
[l.  s.]  Notary  Public,  Kings  County,  N.  Y. 

Certificate  filed  in  New  York  county. 


The  State  of  Texas, 
County  of  Anderson. 

I,  Z.  A.  McReynolds,  County  Clerk  of  Anderson  county,  do  here- 
by certify  that  the  foregoing  instrument  of  writing,  being  an  agree- 
ment between  the  Missouri,  Kansas  and  Texas  Railway  Company 
and  the  International  and  Great  Northern  Railroad  Company,  dated 
the  second  day  of  May,  A.  D.  1888,  with  its  certificate  of  authenti- 
cation, was  filed  for  registration  in  my  office  on  the  18th  day  of  May, 
A.  D.  1888,  at  3  o'clock  p.  m.,  and  duly  recorded  on  the  19th  day  of 
May,  A.  D.  1888,  at  10  o'clock  a.  m.,  in  the  Records  of  Deeds  of  said 
county,  in  book  volume  40,  on  pages  Nos.  384,  85,  86  and  87. 

In  witness  whereof,  witness  my  hand  and  official  seal,  at  office,  this 
19th  day  of  May,  A.  D.  1888. 

Z.  A.  McReynolds, 
County  Clerk  Anderson  County, 
[l.  s.]  State  of  Texas. 

By  H.  G.  Gathright,  Deputy. 


INTERNATIONAL    AND    GREAT    NORTHERN     . 
RAILROAD  COMPANY. 


FIRST  MORTGAGE. 


NOVEMBER     1,     1879. 


THIS  INDENTURE,  made  this  first  day  of  November,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  seventy-nine,  be- 
tween the  International  and  Great  Northern  Railroad  Com- 
pany, a  corporation  existing  under  the  laws  of  the  State  of  Texas*  of 
the  first  part,  and  John  S.  Kennedy  and  Samuel  Sloan,  of  the  City 
of  New  York,  Trustees,  of  the  second  part: 

Whereas,  The  said  party  of  the  first  part  has,  simultaneously  with 
the  execution  of  this  instrument,  purchased  from  the  parties  of  the 
second  part  a  railroad  in  the  State  of  Texas,  running  from  the  town 
of  Longview  to  the  city  of  Austin,  and  also  from  the  town  ot  Pales- 
tine to  the  city  of  Houston,  and  thence  to  the  Brazos  river,  with 
branches  from  the  town  of  Troupe  to  the  town  of  Mineola,  and  from 
the  town  of  Phelps  to  the  town  of  Huntsville,  and  all  the  railroad  at 
any  time  heretofore  known  by  and  operated  under  the  name  of  the 
International  Railroad,  or  the  Houston  and  Great  Northern  Rail- 
road, with  certain  rolling  stock  and  appurtenances,  and  the  right  to 
construct  lines  of  railroad  southerly  to  San  Antonio  and  the  Rio 
Grande,  and  northerly  to  the  Red  River,  as  well  as  other  lines,  and 
is  about  to  issue  in  part  payment  for  the  said  property  five  thousand 
three  hundred  and  seventy-four  first  mortgage  bonds  for  the  sum  of 
one  thousand  dollars  each,'  and  five  hundred  first  mortgage  bonds 
for  the  sum  of  five  hundred  dollars  each,  and  also  intends  to  issue 
for  the  purpose  of  further  construction  a  series  of  similar  bonds  for 
the  sum  of  one  thousand  dollars  each,  to  the  amount  hereinafter  pre- 
scribed; all  of  which  bonds,  notwithstanding  the  same  may  be  issued 
at  different  times,  are  equally  secured  by  these   presents,  and  are  to 


272 

be  authenticated  by  a  certificate  signed  by  said  Trustees,  and  to  be 
substantially  in  the  following  form: 

THE   INTERNATIONAL  AND   GREAT    NORTHERN  RAIL- 
ROAD  COMPANY. 

Purchase  Money,  First  Mortgage  Gold  Bond. 

No $ 

Interest  at  six  per  centum  per  annum,  payable  in  gold,  semi-annually. 

Due  November  1,  1919. 

The  International  and  Great  Northern  Railroad  Company,  for 
value  received,  hereby  acknowledges  itself  indebted  to  John  S.  Ken- 
nedy and  Samuel  Sloan,  trustees,  or  bearer,  in  the  sum  of  dol- 
lars, United  States  gold  coin,  which  sum  the  said  Company  promises 
to  pay,  at  its  agency  in  the  City  of  New  York,  to  the  bearer,  unless 
this  bond  is  registered,  and  if  registered,  then  to  the  registered  holder 
thereof,  in  gold  coin  of  the  United  States,  of  the  present  standard  of 
weight  and  fineness,  on  the  first  day  of  November,  in  the  year  19 19, 
together  with  interest  thereon  at  the  rate  of  six  per  centum  per  an- 
num from  the  first  day  of  November,  1879,  payable  semi-annually  in 
like  gold  coin,  on  the  first  days  of  May  and  November  in  each  year, 
upon  presentation  of  the  annexed  coupons,  as  they  severally  be- 
come due,  at  the  said  agency  of  the  Company  in  the  City  of  New 
York. 

This  bond  is  one  of  a  series  of  like  tenor  and  date,  of  which 
5,374  for  $1,000  each,  and  500  for  $500  each,  have  been  issued  in 
part  payment  for  the  purchase  of  the  road  and  equipment,  and  ten 
for  $1000  each,  but  no  more,  may  be  issued  for  each  mile  of  completed 
road  hereafter  constructed  or  acquired  by  the  said  Company;  all  of 
which  are  equally  secured  by  a  purchase  money  mortgage  or  deed 
of  trust  of  even  date  herewith,  executed  by  the  said  Company  to 
John  S.  Kennedy  and  Samuel  Sloan,  of  the  City  of  New  York,  as  trus- 
tees, covering  the  entire  railroad  of  the  said  Company,  together  with 
all  the  rolling  stock,  equipment,  appurtenances,  franchises  (includ- 
ing the  franchise  to  be  a  corporation),  privileges  and  immunities  of 
the  Company,  now  owned  or  hereafter  acquired. 

Upon   default   in    the  payment  of  interest  on  this  bond  for  six 


months  after  it  becomes  payable,  the  trustees  may  declare  the  prin- 
cipal of  all  the  bonds  immediately  payable,  and  must  do  so,  if  re- 
quired by  the  holders  of  one-fourth  of  all  such  bonds. 

This  bond  may  be  registered  on  the  books  of  the  Company,  at 
its  agency  in  the  City  of  New  York,  after  which  no  transfer,  except 
upon  the  books  of  the  Company,  will  be  valid;  but  it  is  not  to  be 
deemed  registered  until  the  name  of  the  holder  is  registered  upon 
the  back  of  the  bond,  as  well  as  upon  the  books  of  the  Company. 
It  may  be  registered  in  favor  of  "  bearer,"  after  which  it  will  be 
transferable  by  delivery  alone  until  again  registered  in  the  name  of 
the  holder. 

This  bond  shall  not  become  obligatory  until  the  certificate  in- 
dorsed hereon  is  signed  by  the  said  trustees  or  their  successors  in 
the  trust. 

In  witness  whereof  the  said  International  and  Great  Northern 
Railroad  Company  has  caused  this  bond  to  be  subscribed  by  its 
President  or  Vice-President  and  Assistant  Secretary,  and  its  corporate 
seal  affixed  hereto,  this  first  day  of  November,  in  the  year  one  thous- 
and eight  hundred  and  seventy-nine. 

THE  INTERNATIONAL  AND    GREAT  NORTHERN 

RAILROAD    COMPANY, 

By ,  President. 

,  Assistant   Secretary. 

COUPON. 

The    International    and   Great   Northern  Railroad  Company  will 
pay  to  the  bearer,  at  its  agency  in  the  City  of  New  York, 
dollars,  in  gold  coin,  on  ,  being  six  months'  interest  due 

that  day  on  its  first  mortgage  bond  No. 

trustees'    certificate. 

We  hereby  certify,  that  the  International  and  Great  Northern 
Railroad  Company  has  executed  to  us  a  mortgage  or  i\ea\  of  trust, 
as  described  in  the  within  bond,  and  that  no  more  of  such  bonds 
have  been  certified  to  by  us  than  are  authorized  by  said  deed  of  trust. 


Trustees. 


274 

NOW,  THEREFORE,  THIS  INDENTURE  WITNESSETH: 

That  the  said  International  and  Great  Northern  Railroad  Com- 
pany, in  order  to  secure  the  payment  of  the  said  bonds  and  interest 
thereon,  and  in  consideration  of  the  sum  of  one  dollar  to  it  paid  by 
the  parties  ot  the  second  part,  the  receipt  whereof  is  hereby  acknowl- 
edged, has  granted,  bargained,  sold,  transferred  and  conveyed,  and 
does  hereby  grant,  bargain,  sell,  transfer  and  convey  unto  the  said 
John  S.  Kennedy  and  Samuel  Sloan,  parties  of  the  second  part,  as 
joint  tenants,  and  not  as  tenants  in  common,  and  to  the  survivor  of 
them,  and  to  their  successor  or  successors  in  this  trust,  their  heirs 
and  assigns,  all  and  singular  the  lands,  tenements  and  hereditaments 
of  the  said  Railroad  Company,  now  owned  or  hereafter  to  be  acquir- 
ed by  it,  including  all  its  railroads,  tracks,  rights  of  way,  main  lines, 
branch  lines,  superstructures,  depots,  depot  grounds,  station  houses, 
engine  houses,  car  houses,  freight  houses,  wood  houses,  sheds,  water- 
ing places,  work  shops,  machine  shops,  bridges,  viaducts,  culverts, 
fences,  and  fixtures,  together  with  all  its  leases,  leased  or  hired  lands, 
leased  or  hired  railroads,  and  all  its  locomotives,  tenders,  cars, carriages, 
coaches,  trucks,  and  other  rolling  stock,  its  machinery,  tools,  weighing 
scales,  turntables,  rails,  wood,  coal, "oil,  fuel,  equipment,  furniture,  and 
material  of  every  name,  nature,  and  description,  now  held,  or  hereafter 
to  be  acquired,  together  with  all  the  corporate  rights,  privileges,  immu- 
nities, and  franchises  of  said  Railroad  Company,  now  held  or  hereaf- 
ter to  be  acquired,  including  the  franchise  to  be  a  corporation,  and 
all  the  tolls,  fares,  freights,  rents,  income,  issues  and  profits  thereof, 
and  all  the  reversion  and  reversions,  remainder  and  remainders 
thereof,  in  trust  however,  for  the  uses  and  purposes  hereinafter  men- 
tioned, excepting,  however,  and  reserving  from  the  lien  of  this  mort- 
gage all  land  grants,  lands,  land  certificates,  town  lots  and  town  sites 
now  or  at  any  prior  time  owned  or  controlled  by  the  said  Company, 
which  are  not  now  actually  occupied  and  in  use  by  the  said  Company 
and  necessary  to  the  occupation  and  maintenance  of  its  lines  of  rail- 
road. 

To  have  and  to  hold  the  said  property,  premises,  things,  rights, 
privileges,  immunities,  and  franchises  hereby  conveyed,  or  intended 
so  to  be,  unto  the  said  John  S.  Kennedy  and  Samuel  Sloan,  parties 
of  the  second  part,  or  their  survivor,  successor  or  successors,  and  his 
or  their  heirs  or  assigns,  as  joint  tenants  and  not  as  tenants  in  com- 
mon, in  trust  for  the  owners  and  holders  of  the  said  bonds,  or  any  of 
them,  subject  to  the  terms  and  stipulations  of  said  bonds  and  of  the 


275 

coupons  thereto  attached,  and  subject  also  to  the  possession,  control 
and  management  of  the  Directors  of  the  party  of  the  first  part,  its 
successors  or  assigns,  so  long  as  it  or  they  shall  well  and  truly  per- 
form all  and  singular  the  stipulations  of  the  said  bonds  and  the  cove- 
nants of  this  Indenture. 

That  the  new  bonds  which  may  be  issued,  from  time  to  time,  under 
this  mortgage  shall  not  exceed  ten  thousand  dollars  for  each  mile  of 
completed  railroad,  which  shall  be  newly  constructed  or  acquired  by 
the  party  of  the  first  part,  its  successors  or  assigns,  after  the  execu- 
tion of  this  mortgage,  and  no  bonds  shall  be  issued  for  railroads  to 
which  the  party  of  the  first  part,  its  successors  or  assigns,  have  not  a 
good  and  valid  title;  and  if  there  is  any  lien  or  incumbrance  upon 
railroads  hereafter  acquired  by  the  party  of  the  first  part,  its  succes- 
sor or  assigns,  the  issue  of  new  bonds  on  account  of  such  railroads 
shall  be  withheld  to  the  amount  of  such  lien  or  incumbrance,  until 
the  same  is  discharged. 

That  the  said  Trustees,  or  their  successors  in  the  trust,  may,  in  their 
discretion,  accept  a  certificate,  signed  by  the  President  and  Chief 
Engineer  of  the  party  of  the  first  part,  its  successors  or  assigns,  as 
conclusive  evidence  of  the  number  of  miles  of  completed  railroad  so 
newly  constructed  or  acquired,  but  not  as  evidence  concerning  the 
title  thereto,  or  the  liens  or  incumbrances  thereon. 

That  in  case  the  party  of  the  first  part,  its  successors  or  assigns, 
shall  fail  to  pay  the  interest  on  any  of  the  said  bonds,  at  any  time 
when  the  same  may  become  due  and  payable,  according  to  the  tenor 
thereof,  and  shall  continue  in  such  default  for  six  months  after  such 
payment  has  been  demanded  at  its  or  their  agency  in  the  City  of 
New  York,  then,  and  thereupon,  the  principal  of  all  the  bonds  here- 
by secured  shall  be  and  become  immediately  due  and  payable,  pro- 
vided the  said  trustees  give  written  notice  to  the  party  of  the  first 
part,  its  successors  or  assigns,  of  their  option  to  that  effect  while 
such  default  continues,  which  notice  they  shall  be  bound  to  give,  if 
required  in  writing  to  do  so,  by  the  holders  of  twenty-five  per  centum 
of  said  bonds  then  outstanding;  and  that  in  such  case,  or  upon  the 
principal  of  said  bonds  becoming  in  any  other  way  due  and  payable, 
and  remaining  unpaid,  in  whole  or  in  part,  after  demand  thereof,  the 
said  trustees,  or  their  successors  in  the  trust,  may,  in  their  discretion, 
and  shall,  upon  the  request  of  the  holders  of  fitly  per  centum  of  said 
bonds  then  outstanding,  take,  with  or  without  entry  or  foreclosure, 
actual  possession  of  said  railroad,  and  of  all  and  singular  the  prop 
erty,  things  and  effects  hereby  conveyed,  and    personally,  or    by    at- 


276 

torney,  manage  and  operate  the  same,  and  receive  all  the  tolls,  rents, 
incomes  and  profits  thereof,  until  such  time  as  the  said  bonds  and 
interest  thereon  are  fully  paid  or  satisfied,  and  shall  apply  the  money 
so  received  by  them;  first,  to  the  expenses  of  the  trust  hereby  created, 
and  the  management  of  the  said  railroad  and  its  appurtenances,  and 
the  needful  repairs  thereof;  next,  to  the  payment  of  interest  overdue 
upon  the  said  bonds  and  interest  upon  delayed  interest,  and  after- 
wards to  the  payment  of  the  principal  of  said  bonds.  And  the  said 
trustees,  or  their  successors  in  the  trust,  upon  becoming  entitled  to 
take  possession  of  the  railroad  and  property  aforesaid,  may  in  their 
discretion  and  shall,  on  the  written  request  of  the  holders  of  at  least 
one-half  of  the  bonds  then  unpaid  and  outstanding,  cause  the  said 
premises  so  mortgaged  to  be  sold,  either  as  an  entirety  or  in  such 
parcels  as  they  shall  deem  necessary  or  proper,  having  due  regard 
to  the  interests  [of  all  parties,  to  the  highest]  bidder  at  public  auction, 
in  the  city  of  Austin,  giving  at  least  sixty  days'  notice  of  the  time, 
place  and  terms  of  such  sale,  and  of  the  specific  property  to  be  sold, 
and  whether  the  same  will  be  sold  as  an  entirety  or  in  parcels,  by 
publishing  such  notice  in  two  newspapers  in  said  city  of  Austin,  and 
in  one  or  more  newspapers'  in  the  City  of  New  York,  once  in  each 
week  during  the  said  term  of  sixty  days,  and  that  upon  receiving 
the  purchase  money  therefor  the  said  trustees,  or  their  successors  in 
the  trust,  shall  execute  to  the  purchaser1  or  purchasers  thereof  a  good 
and  sufficient  deed  of  conveyance  in  fee  simple,  which  sale  and  con- 
veyance shall  forever  be  a  bar  against  the  party  of  the  first  part,  its 
successors  and  assigns,  and  all  persons  claiming  under  them,  of  all 
right,  estate,  interest  or  claim  in  or  to  the  premises,  property,  things, 
franchises,  privileges  and  immunities  so  sold,  or  any  part  thereof, 
whether  the  said  trustees  are  in  possession  thereof  or  not;  and  the 
receipt  of  said  trustees  shall  be  a  full  and  sufficient  discharge  to  such 
purchasers;  and  no  purchaser  holding  such  receipt  shall  be  liable  for 
the  proper  application  of  the  purchase  money,  or  in  any  way  bound 
to  see 'that  the  same  is  applied  to  the  uses  of  this  trust,  or  in  any 
manner  answerable  for  its  loss  or  misapplication,  or  bound  to  in- 
quire into  the  authority  for  making  such  sale.  And  such  sale,  to  a 
purchaser  in  good  faith,  shall  be  valid,  whether  said  notice  is  given 
or  not,  and  whether  default  in  payment  has  been  made  or  not. 

That  the  said  trustees  shall,  after  deducting  from  the  proceeds  of 
such  sale  the  costs  and  expenses  thereof,  and  of  the  execution  of  this 
.  trust,  and  all  payments  for  taxes,  assessments  and  counsel  fees,  and 
their  own  reasonable  compensation,  apply  so  much   of  the  proceeds 


277 

as  may  be  necessary  to  the  payment  of  the  principal  and  interest 
remaining  unpaid  upon  the  said  bonds  and  coupons,  together  with 
interest  upon  over-due  interest  down  to  the  time  of  sale,  without 
giving  preference  to  either  principal  or  interest;  it  being  the  intention 
of  this  indenture  that  so  long  as  the  railroad  and  its  appurtenances 
shall  be  managed  by  the  trustees  or  a  receiver  as  a  going  concern, 
the  income  shall  be  applied  to  the  payment  of  interest  in  preference 
to  the  principal,  but  that  after  a  sale  of  the  railroad  and  its  appurte- 
nances, no  such  preference  shall  be  made  in  the  distribution  of  the 
proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  trustees, 
or  under  decree  of  the  Court,  the  holders  of  the  bonds  hereby 
secured,  or  any  of  them,  or  the  said  trustees  on  behalf  of  all  the 
the  bondholders,  shall  have  a  right  to  purchase  upon  equal  terms 
with  other  persons,  and  the  bonds  secured  by  this  mortgage  shall  be 
receivable  at  such  sale  as  cash  for  the  amount  of  cash  which  would 
be  payable  on  such  bonds  out  of  the  proceeds  of  such  sale. 

That  it  is  hereby  expressly  agreed  that  in  no  case  shall  any  claim, 
benefit  or  advantage  be  taken  by  the  party  of  the  first  part,  its  suc- 
cessors or  assigns,  of  any  valuation,  appraisement,  extension  or  relief 
laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  that  nothing  herein 
contained  shall  be  construed  as  limiting  the  right  of  the  said  trustees 
to  apply  to  the  Courts  for  judgment  or  decree  of  foreclosure  and 
sale  under  this  indenture,  or  for  the  usual  relief  in  the  course  of  such 
proceedings;  and  the  said  trustees  may,  in  their  discretion,  apply  to 
any  competent  court  for  relief  by  way  of  foreclosure  or  otherwise, 
if  so  advised  by  counsel,  instead  of  taking  possession  of  or  selling 
the  said  property  when  required  to  do  so  by  bondholders. 

That  the  party  of  the  first  part,  its  successors  and  assigns,  hereby 
covenant  and  agree  with  the  parties  of  the  second  part  and  their 
successors  in  the  trust,  that  the  proceeds' of  the  bonds  to  be  issued 
as  hereinbefore  mentioned,  in  addition  to  the  specified  number  given 
for  the  purchase  of  the  original  property,  shall  be  applied  in  good 
faith  to  the  construction  or  purchase  of  additional  railroad,  and  to  the 
furnishing  of  additional  equipment  therefor. 

That  the  party  of  the  first  part,  its  successors  and  assigns,  further 
covenant  and  agree  with  the  parties  of  the  second  part,  and  their 
successors  in  the  trust,  to  make,  execute  and  deliver  all  such  further 
deeds,  instruments  and  assurances  as  may  from  time  to  time  be 
necessary,  and  as  the  parties  of  the  second  part,  or  their  successors 
in   the    trust,  may  be   advised  by   counsel   learned  in  the  law  to  be 


278 

necessary,  for  the  better  securing  to  the  parties  of  the  second  part, 
and  their  successors  in  the  trust,  the  premises  hereby  conveyed,  and 
for  carrying  out  the  objects  and  purposes  of  this  indenture. 

That  the  parties  of  the  second  part,  and  their  successors  in  the 
trust,  may,  upon  the  written  request  of  the  party  of  the  first  part,  its 
successors  or  assigns,  convey  or  release  any  lands  which  it  or  they 
may  cease  to  use  for  its  corporate  purposes  by  reason  of  any  change 
of  location  of  any  station  house,  buildings,  or  cattle  yards,  con- 
nected with  the  railroad,  or  by  reason  of  any  change  of  the  track  of 
said  railroad,  provided  that,  at  the  same  time,  such  instruments  shall 
be  executed  as  will  cause  the  lien  of  this  mortgage  to  attach  to  all 
lands,  tenements  and  hereditaments  taken  and  used  by  the  party  of 
the  first  part,  its  successors  or  assigns,  in  place  of  the  lands  disused 
as  aforesaid;  and  that  in  case  of  the  sale  of  any  such  lands,  without 
exchanging  them  for  other  lands,  the  proceeds  of  such  sale  shall  be 
paid  to  the  parties  of  the  second  part,  or  their  successors  in  the 
trust,  and  be  by  them  applied  to  the  purchase  of  bonds  secured 
by  this  mortgage,  which  bonds,  when  so  purchased,  shall  be  canceled, 
and  a  certificate  of  the  respective  numbers  and  amounts  of  the 
bonds  so  canceled  shall  be  immediately  furnished  by  the  trustees  to 
the  party  of  the  first  part,  its  successors  or  assigns. 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  parties  of  the 
second  part  shall  be  void,  and  the  right  to  all  the  real  and  personal 
property  hereby  granted  and  conveyed  shall  revert  to  and  revest  in 
the  party  of  the  first  part,  its  successors  or  assigns,  in  law  and  in 
ecmity,  without  any  acknowledgment  of  satisfaction,  reconveyance, 
surrender,  re-entry,  or  other  act. 

That  any  of  the  parties  of  the  second  part,  or  of  their  successors, 
may  resign  his  trust,  and  shall  be  discharged  [from  all  liability  as 
Trustee,  thereafter  accruing]  upon  delivering  his  resignation  in  writ- 
ing, subscribed  by  his  own  hand,  to  his  co-trustee  and  to  the  Presi- 
dent or  Secretary  of  the  party  of  the  first  part,  its  successors  or  as- 
signs, or  the  person  acting  for  the  time  being  as  such. 

That  in  case  of  the  resignation,  death,  permanent  removal  from  the 
United  States,  removal  from  office,  or  incapacity  to  act  of  one  or  both 
of  the  said  Trustees,  a  successor,  or  successors,  shall  be  at  once  appoint- 
ed to  fill  such  vacancy  by  the  surviving  or  remaining  Trustee,  if  any, 
with  the  consent  of  the  Board  of  Directors  of  the  party  of  the  first 
part,  or  of  its  successors  or  assigns,  or  in  case  no  Trustee  survives  or 
remains,   by  the   said  Board  of  Directors.     That  if  such  vacancy  is 


279 

not  filled  within  thirty  days  after  it  occurs,  any  competent  court  may 
appoint  a  Trustee  to  fill  such  vacancy,  on  the  written  application  of 
the  holders  of  the  bonds  hereby  secured,  to  the  aggregate  amount  of 
fifteen  per  centum  of  the  bonds  then  outstanding;  and  the  person,  or 
persons,  so  appointed  shall  be  the  Trustee  or  Trustees  under  this  in- 
strument, and  from  thenceforward  each  person  so  appointed  shall  be 
vested  with  the  same  powers,  rights,  and  interest,  and  charged  with 
the  same  duties  and  responsibilities,  as  if  he  had  been  named  among 
the  parties  of  the  second  part  to  this  instrument,  in  place  of  the 
Trustees  to  whom  he  succeeds,  without  any  further  assurance,  con- 
veyance, act,  or  deed;  but  the  surviving  or  remaining  Trustee,  if  any, 
shall  immediately  execute  all  such  conveyances  or  other  instruments 
as  may  be  necessary  or  suitable  for  the  purpose  of  assuring  to  the  new 
Trustee  so  appointed  a  full  joint  estate  in  the  premises. 

That  the  parties  of  the  second  part,  and  their  successors  in  the 
trust,  may  take  such  legal  advice,  and  employ  such  assistance,  as 
may  be  necessary  in  their  judgment  to  the  proper  discharge  of  their 
duties,  and  shall  be  entitled  to  receive  just  and  reasonable  compen- 
sation for  all  duties  performed  by  them,  or  any  of  them,  in  the  dis- 
charge of  this  trust,  and  for  all  their  reasonable  expenses  and  dis- 
bursements, which  compensation  shall  be  paid  by  the  party  of  the 
first  part,  its  successors  or  assigns,  and  also  be  a  lien  upon  and  pa) 
able  out  of  any  funds  coming  into  the  hands  of  the  parties  of  the 
second  part,  or  their  successors  in  the  trust. 

That  no  one  of  the  parties  of  the  second  part,  or  their  successors, 
shall  be  in  any  case  held  individually  liable  for  any  act  or  default  of 
the  others,  or  of  any  agent  or  person  employed  by  him  or  them  in 
any  capacity,  or  for  anything  except. his  own  fraud  or  willful  miscon- 
duct; but  each  trustee  shall  only  be  required  to  exercise  good  faith 
upon  his  part  in  the  selection  and  appointment  of  such  agent  or 
person. 

That  the  word  "trustees,"  wherever  used  in  this  instrument,  shall 
be  construed  to  mean  the  trustees  or  sole  trustee  for  the  time  being, 
whether  original  or  substituted,  and,  whenever  a  vacancy  exists,  to 
mean  the  surviving  or  remaining  trustee,  who  shall,  during  such 
vacancy,  possess  all  the  rights  and  privileges,  and  be  competent  to 
exercise  all  the  powers  hereby  granted  to  or  conferred  upon  the  par 
ties  of  the  second  part. 

In  witness  whereof,  the  said  International  and  Great  Northern 
Railroad  Company,  party  of  the  first  part,  in  pursuance  of  the 
authority  conferred  upon  it  by  law,  and  of  a  resolution  of  its    Board 


28o 

of  Directors,  passed  the  22d  day  of  October,  1879,  has  caused  this 
indenture  to  be  subscribed  in  its  name  by  its  President  and  Assistant 
Secretary,  and  the  corporate  seal  of  said  Company  to  be  affixed 
thereto,  and  the  parties  of  the  second  part,  for  the  purpose  of  testi- 
fying to  their  acceptance  of  the  trust  hereby  created,  have  also 
affixed  their  signatures  and  seals  hereto,  the  day  and  year  first  above 
written. 

THE  INTERNATIONAL  AND  GREAT  NORTHERN 

RAILROAD  COMPANY. 
[l.  s.]  By  Thos.  \V.  Pears  all, 

President. 
Attest: 

Jacob  S.  Wetmore, 

Assistant  Secretary. 
[l.  s.]  John  S.  Kennedy, 

[l.  s.]  Sam  Sloan, 

Trustees. 
Signed,  sealed  and  delivered  in  presence  of 

John  W.  Sterling, 
Charles  Nettleton. 


State  of  New  York, 

y  ss 
City  and  County  of  New  York, 

Be  it  remembered,  that  on  this  first  day  of  November,  A.  D.  1879, 
before  me,  Charles  Nettleton,  a  Commissioner  of  the  State  of  Texas 
in  and  for  the  State  of  New  York,  residing  in  said  City  of  New  York, 
personally  appeared  Thomas  W..Pearsall,  the  President  of  the  Interna- 
tional and  Great  Northern  Railroad  Company,  and  Jacob  S.  Wetmore, 
the  Assistant  Secretary  of  the  same  Company,  to  me  respectively  per- 
sonally known  to  be  such,  who,  being  by  me  severally  duly  sworn,  did 
depose  and  say  that  he,  said  Thomas  W.  Pearsall,  resided  in  the  City 
and  State  of  New  York;  that  he,  said  Jacob  S.  Wetmore,  resided  in  En- 
glewood,  New  Jersey;  that  he,  said  Thomas  W.  Pearsall,  was  the  Presi- 
dent, and  he,  said  Jacob  S.  Wetmore,  was  the  Assistant  Secretary  of 
the  said  Company;  that  they  know  the  corporate  seal  of  said  Com- 
pany; that  the  seal  affixed  to  the  foregoing  instrument  is  such  cor- 
porate seal;  that  it  was  so  affixed  thereto  by  order  of  the  Board  of 
Directors  of  said  Company,  and  that  they,  the  said  Thomas  W.  Pear- 
sall and  Jacob  S.  Wetmore,  signed  their  names  thereto,  by  the  like 
order,  as  President  and  Assistant  Secretary  of  said   Company,   re- 


28l 

spectively,  and  they  thereupon  acknowledged  to  me,  respectively, 
that  they  had  signed,  sealed  and  delivered  the  said  instrument,  bear- 
ing date  on  the  first  day  of  November,  A.  D.  1879,  as  ^or  and  to  be, 
the  free  and  voluntary  act  and  deed  of  the  International  and  Great 
Northern  Railroad  Company,  for  the  considerations,  uses,  and  pur- 
poses therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  first  clay  of  November,  A.  D.  1879. 

Charles  Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 


State  of  New  York, 
City  and  County  of  New  York. 

I,  Charles  Nettleton,  a  Commissioner  in  said  State  of  New  York, 
residing  in  said  city  of  New  York,  appointed  by  the  Governor  of  the 
State  of  Texas,  do  hereby  certify  that  John  S.  Kennedy  and  Samuel 
Sloan,  trustees,  who  are  personally  known  to  me  to  be  the  same  per- 
sons described  in,  and  who  executed  the  foregoing  instrument,  this 
day  came  before  me  and  acknowledged  that  they  signed,  sealed  and 
delivered  the  said  instrument,  bearing  date  on  the  first  day  of  Novem- 
ber, A.  D.  1879,  as  their  voluntary  act  and  deed,  for  the  considera- 
tions, uses  and  purposes  therein  expressed,  as  such  trustees  therein 
described. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  first  day' of  November,  A.  D.  1879. 

Charles  Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  N.  Y.  City. 


[The  original  of  the  foregoing  instrument  was  filed  for  record  in 
the  office  of  the  Clerk  of  County  Court  of  Harris  County,  Tex3s,  on 
the  10th  day  of  November,  1879,  an('  was  recorded  on  the  following 
day,  in  said  office,  in  Records  of  Mortgages,  Book  Vol.  8,  on  pages 
765  to  774,  inclusive.  The  foregoing  is  an  accurate  copy  of  the  in- 
strument as  there  recorded.] 


• 


INTERNATIONAL    AND    GREAT    NORTHERN 
RAILROAD  COMPANY. 


SECOND   MORTGAGE, 


NOVEMBER    1,     1879. 


THIS  INDENTURE,  made  the  first  day  of  November,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  seventy-nine,  be- 
tween the  International  and  Great  Northern  Railroad  Com- 
pany, a  corporation  existing  under  the  laws  of  the  State  of  Texas,  of 
the  first  part,  and  Samuel  Thorne,  of  the  City  of  New  York,  Will- 
iam Walter  Phelps,  of  Englewood,  New  Jersey,  and  John  S. 
Barnes,  of  Elizabeth,  New  Jersey,  trustees,  of  the  second  part: 

Whereas,  The  said  party  of  the  first  part  has,  simultaneously  with 
the  execution  of  this  instrument,  purchased  from  John  S.  Kennedy 
and  Samuel  Sloan,  trustees,  a  railroad  in  the  State  of  Texas,  running 
from  the  town  of  Longview  to  the  city  of  Austin,  and  also  from  the 
town  ot  Palestine  to  the  city  of  Houston,  and  thence  to  the  Brazos 
river,  with  branches  from  the  town  of  Troupe  to  the  town  of  Mineola, 
and  from  the  town  of  Phelps  to  the  town  of  Huntsville,  and  all  the 
railroad  at  any  time  heretofore  known  by  and  operated  under  the 
name  of  the  International  Railroad,  or  the  Houston  and  Great 
Northern  Railroad,  or  the  International  and  Great  Northern  Rail- 
road, with  certain  rolling  stock  and  appurtenances,  and  the  right  to 
construct  lines  of  railroad  southerly  to  San  Antonio  and  the  Rio 
Grande,  and  northerly  to  the  Red  River,  as  well  as  other  lines,  and 
is  about  to  issue  in  part  payment  for  the  said  property  four  thousand 
four  hundred  and  seventy-four  second  mortgage  income  bonds  for  the 
sum  of  one  thousand  dollars  each,  and  five  hundred  second  mort- 
gage income  bonds  for  the  sum  of  five  hundred  dollars  each,  and 
also  intends  to  issue  for  the  purpose  of  further  construction  a  series 
of   similar  bonds  for  the   sum  of  one  thousand  dollars  each,  to  the 


283 

amount  hereinafter  prescribed;  all  of  which  bonds,  notwithstanding 
the  same  may  be  issued  at  different  times,  are  equally  secured  by 
these  presents,  and  are  to  be  authenticated  by  a  certificate  signed  by 
said  trustees,  and  to  be  substantially  in  the  following  form: 

THE    INTERNATIONAL   AND   GREAT    NORTHERN  RAIL- 
ROAD  COMPANY. 

Purchase  Money,  Second  Mortgage  Income  Bond. 

No $ 

Interest  at  eight  per  centum  per  annum. 

Due   September   i,  1909. 

The  International  and  Great  Northern  Railroad  Company,  of 
Texas,  for  value  received,  hereby  acknowledges  itself  indebted* 
to  in  the  sum  of  dollars,  lawful  money  of 

the  United  States  of  America,  which  the  said  Company  promises  to 
pay    to  or    assigns,  at  its  agency  in  the  City  of  New 

York,  on  the  first  day  of  September,  1909,  together  with  such 
interest  thereon,  not  exceeding  eight  per  centum  per  annum,  as  shall 
have  been  earned  within  each  calendar  year,  beginning  with  the 
year  1879,  payable  semi-annually  at  said  agency,  on  the  first  days  of 
of  March  and  September  in  the  following  year,  to  the  person  regis- 
tered as  holder  hereof  upon  the  books  of  said  Company,  when  such 
interest  is  payable;  such  interest,  however,  to  be  payable  only  out  of 
the  net  earnings  of  said  Company,  in  any  one  calendar  year,  as  de- 
fined in  the  mortgage  hereinafter  mentioned;  and  interest  on  this 
bond  shall  not  accumulate  from  year  to  year,  but  only  so  much  in- 
terest as  shall  be  earned  as  aforesaid  within  each  calendar  year  shall 
be  paid. 

This  bond  is  one  of  a  series  of  like  tenor  and  date,  of  which 
4,474  for  $1,000  each,  and  500  for  $500  each,  have  been  issued  in 
part  payment  for  the  purchase  of  the  road  and  equipment,  and  ten 
for  $1000  each,  but  no  more,  may  be  issued  for  each  mile  of  completed 
road  hereafter  constructed  or  acquired  by  the  said  Company;  all  of 
which  are  equally  secured  by  a  purchase  money  mortgage  or  <\cci\ 
of  trust  of  even  date  herewith,  executed  by  the  said  Company  to 
Samuel  Thome,  William  Walter  Phelps  and  John  S.    Barnes,  as  trus- 


284 

tees,  covering  the  entire  railroad  of  the  said  Company,  together  with 
all  the  rolling  stock,  equipment,  appurtenances,  income,  franchises  (in- 
cluding the  franchise  to  be  a  corporation),  privileges  and  immunities 
of  the  said  Company,  now  owned  or  hereafter  acquired,  subject  never- 
theless to  a  prior  mortgage  or  deed  of  trust  of  even  date  herewith, 
executed  by  the  said  Company  to  John  S.  Kennedy  and  Samuel 
Sloan,  as  trustees,  covering  the  same  property. 

Upon  default  in  the  payment  of  interest  earned  on  this  bond  for 
one  year  after  it  becomes  payable,  the  trustees  may  declare  the  prin- 
cipal of  all  the  bonds  immediately  payable,  and  must  do  so,  if  re- 
quired by  the  registered  holders  of  one-fourth  of  all  such  bonds. 

This  bond  can  only  pass  by  transfer,  [from  time  to  time,  on  the 
books  of  the  Company;  such  transfer]  to  be  certified  on  the  bond  by 
the  regular  transfer  agent  of  the  Company. 

This  bond  shall  not  become  obligatory  until  the  certificate  in- 
dorsed hereon  is  signed  by  the  said  trustees  or  their  successors  in 
the  trust. 

In  witness  whereof  the  said  International  and  Great  Northern 
Railroad  Company  has  caused  this  bond  to  be  subscribed  by  its- 
President  or  Vice-President  and  Assistant  Secretary,  and  its  corporate 
seal  affixed  hereto,  this  first  day  of  November,  in  the  year  one  thous- 
and eight  hundred  and  seventy-nine. 

THE  INTERNATIONAL  AND    GREAT  NORTHERN 

RAILROAD    COMPANY, 

By ,  President. 

,  Assistant   Secretary. 

trustees'    certificate. 

We  hereby  certify,  that  the  International  and  Great  Northern 
Railroad  Company  has  executed  to  us  a  mortgage  or  deed  of  trust, 
as  described  in  the  within  bond,  and  that  no  more  of  such  bonds 
have  been  certified  to  by  us  than  are  authorized  by  said  deed  of  trust. 


Trustees. 

NOW,  THEREFORE,  THIS  INDENTURE  WITNESSETH: 

That  the  said   International  and  Great  Northern  Railroad  Com- 


285 

pany,  in  order  to  secure  the  payment  of  the  said  bonds  and  interest 
thereon,  and  in  consideration  of  the  sum  of  one  dollar  to  it  paid  by 
the  parties  of  the  second  part,  the  receipt  whereof  is  hereby  acknowl- 
edged, has  granted,  bargained,  sold,  transferred  and  conveyed,  and 
does  hereby  grant,  bargain,  sell,  transfer  and  convey  unto  the  said 
Samuel  Thorne,  William  Walter  Phelps  and  John  S.  Barnes,  parties 
of  the  second  part,  as  joint  tenants,  and  not  as  tenants  in  common, 
and  to  the  survivor  or  survivors  of  them,  and  to  their  successor  or 
successors  in  this  trust,  their  heirs  and  assigns,  all  and  singular  the 
lands,  tenements  and  hereditaments  of  the  said  Railroad  Company, 
now  owned  or  hereafter  to  be  acquired  by  it,  including  all  its  rail- 
roads, tracks,  rights  of  way,  main  lines,  branch  lines,  superstructures, 
depots,  depot  grounds,  station  houses,  engine  houses,  car  houses, 
freight  houses,  wood  houses,  sheds,  watering  places,  work  shops,  ma- 
chine shops,  bridges,  viaducts,  culverts,  fences,  and  fixtures,  together 
with  all  its  leases,  leased  or  hired  lands,  leased  or  hired  railroads,  and 
all  its  locomotives,  tenders,  cars,  carriages,  coaches,  trucks,  and  other 
rolling  stock,  its  machinery,  tools,  weighing  scales,  turntables,  rails, 
wood,  coal,  oil,  fuel,  equipment,  furniture,  and  material  of  every  name, 
nature,  and  description,  now  held,  or  hereafter  to  be  acquired,  together 
with  all  the  corporate  rights,  privileges,  immunities,  and  franchises  of 
said  Railroad  Company,  now  held  or  hereafter  to  be  acquired,  in- 
cluding the  franchise  to  be  a  corporation,  and  all  the  tolls,  fares, 
freights,  rents,  income,  issues  and  profits  thereof,  and  all  the  rever- 
sion and  reversions,  remainder  and  remainders  thereof,  in  trust, 
however,  for  the  uses  and  purposes  hereinafter  mentioned,  excepting, 
however,  and  reserving  from  the  lien  of  this  mortgage  all  land  grants, 
lands,  land  certificates,  town  lots  and  town  sites  now  or  at  any  prior 
time  owned  or  controlled  by  the  said  Company,  which  are  not  now 
actually  occupied  and  in  use  by  the  said  Company  and  necessary  to 
the  occupation  and  maintenance  of  its  lines  of  railroad. 

To  have  and  to  hold  the  said  property,  premises,  things,  rights, 
privileges,  immunities,  and  franchises  hereby  conveyed,  or  intended 
so  to  be,  unto  the  said  Samuel  Thorne,  William  Walter  Phelps  and 
John  S.  Barnes,  parties  of  the  second  part,  or  their  survivor  or  sur- 
vivors, successor  or  successors,  and  his  or  their  heirs  or  assigns,  as 
joint  tenants  and  not  as  tenants  in  common,  in  trust  foT  the  owners 
and  holders  of  the  said  bonds,  or  any  of  therp,  subject  to  the  terms 
and  stipulations  of  said  bonds,  and  to  the  lien  of  a  prior  mortgage, 
of  even  date  herewith,  but  previously  executed  by  said  Company 
to  John  S.  Kennedy  and  Samuel  Sloan,  trustees,  and  subject  also  to 


286 

the  possession,  control  and  management  of  the  Directors  of  the  party 
of  the  first  part,  its  successors  or  assigns,  so  long  as  it  or  they  shall 
well  and  truly  perform  all  and  singular- the  stipulations  of  the  said 
bonds  and  the  covenants  of  this  Indenture. 

That  the  term  "  net  earnings,"  as  used  in  the  said  bonds,  is  hereby 
defined  as  meaning  the  gross  earnings  of  the  Company  after  deduct- 
ing its  operating  expenses,  taxes,  assessments,  ordinary  repairs  and 
replacements,  and  such  improvements  and  betterments,  by  way  of 
repair  and  replacement,  as  shall  be  approved  by  the  trustees,  or  a 
majority  of  them,  as  proper  to  be  charged  to  current  expenses,  and 
also  deducting  interest  upon  its  first  mortgage  bonds,  of  even  date 
herewith.  And  the  annual  rental  (to  an  amount  approved  by  a  ma- 
jority of  the  said  trustees),  of  a  bridge  to  be  hereafter  erected  across 
the  Colorado  river,  at  or  near  Austin,  for  the  purpose  of  extending 
the  said  railroad  to  San  Antonio,  shall  be  deemed  a  part  of  the 
operating  expenses  aforesaid. 

That  the  said  trustees,  and  their  successors  in  the  trust,  or  any  of 
them,  shall,  at  all  reasonable  times,  have  free  and  full  access,  in  per- 
son or  by  their  attorney  or  accountants,  to  all  books  of  account 
and  accounts  or  vouchers  of  the  party  of  the  first  part,  its  succes- 
sors and  assigns,  for  the  purpose  of  ascertaing  all  facts  which  tend 
to  prove  that  "  net  earnings,"  within  the  definition  aforesaid,  have 
been  or  will  be  realized  by  it  or  them,  or  to  prove  the  contrary;  and 
this  right  shall  be  specifically  enforced,  both  at  law  and  in  equity. 

That  the  new  bonds  which  may  be  issued,  from  time  to  time,  under 
this  mortgage  shall  not  exceed  ten  thousand  dollars  for  each  mile  of 
completed  railroad,  which  shall  be  newly  constructed  or  acquired  by 
the  party  of  the  first  part,  its  successors  or  assigns,  after  the  execu- 
tion of  this  mortgage,  and  no  bonds  shall  be  issued  for  railroads  to 
which  the  party  of  the  first  part,  its  successors  or  assigns,  have  not  a 
good  and  valid  title;  and  if  there  is  any  lien  or  incumbrance  upon 
railroads  hereafter  acquired  by  the  party  of  the  first  part,  its  succes- 
sor or  assigns,  the  issue  of  new  bonds  on  account  of  such  railroads 
shall  be  withheld  to  the  amount  by  which  such  lien  or  incumbrance 
exceeds  the  sum  of  ten  thousand  dollars  per  mile,  until  the  same  is 
discharged;  it  being  the  intention  of  this  instrument  that  the  bonds 
hereby  secured  shall  not  be  issued  to  an  extent  which  will  make  the 
lien  upon  each  mile,  including  the  first  mortgage  and  all  prior  liens, 
more  than  twenty  thousand  dollars. 

That  the  said  Trustees,  or  their  successors  in  the  trust,  may,  in  their 
discretion,  accept  a  certificate,  signed  by  the  President   and   Chief 


287 

Engineer  of  the  party  of  the  first  part,  its  successors  or  assigns,  as 
conclusive  evidence  of  the  number  of  miles  of  completed  railroad  so 
newly  constructed  or  acquired,  but  not  as  evidence  concerning  the 
title  thereto,  or  the  liens  or  incumbrances  thereon. 

That  in  case  the  party  of  the  first  part,  its  successors  or  assigns, 
shall  fail  to  pay  the  interest  on  any  of  the  said  bonds,  at  any  time  when 
the  same,  having  been  earned,  may  become  due  and  payable,  accord- 
ing to  the  tenor  thereof,  and  shall  continue  in  such  default  for  one 
year  after  such  payment  has  been  demanded  at  its  or  their  agency 
in  the  City  of  New  York,  then,  and  thereupon,  the  principal  of  all 
the  bonds  hereby  secured  shall  be  and  become  immediately  due  and 
payable,  provided  the  said  trustees  give  written  notice  to  the  said 
party  of  the  first  part,  its  successors  or  assigns,  of  their  option  to 
that  effect  while  such  default  continues,  which  notice  they  shall  be 
bound  to  give,  if  required  in  writing  to  do  so,  by  the  registered 
holders  of  twenty-five  per  centum  of  said  bonds  then  outstanding; 
and  that  in  such  case,  or  upon  the  principal  of  said  bonds  becom- 
ing in  any  other  way  due  and  payable,  and  remaining  unpaid,  in 
whole  or  in  part,  after  demand  thereof,  the  said  trustees,  or  their 
successors  in  the  trust,  may,  in  their  discretion,  and  shall,  upon 
the  request  of  the  registered  holders  of  fifty  per  centum  of  said 
bonds  then  outstanding,  take,  with  or  without  entry  or  foreclosure, 
actual  possession  of  said  railroad,  and  of  all  and  singular  the  prop- 
erty, things  and  effects  hereby  conveyed,  and  personally,  or  by  at- 
torney, manage  and  operate  the  same,  and  receive  all  the  tolls,  rents, 
income  and  profits  thereof,  until  such  time  as  the  said  bonds  and 
interest  thereon  are  fully  paid  and  satisfied,  and  shall  apply  the  money 
so  received  by  them:  first,  to  the  expenses  of  the  trust  hereby  created, 
and  the  management  of  the  said  railroad  and  its  appurtenances,  and 
the  needful  repairs  thereof;  next,  to  the  payment  of  whatever  may  be 
justly  due  and  payable  under  prior  liens;  next,  to  the  payment  of  the  in- 
terest overdue  upon  the  said  income  bonds  and  interest  upon  delayed 
interest,  and  afterwards  to  the  payment  of  the  principal  oft  lie  said  1  mi  ids. 
And  the  said  trustees,  or  their  successors  in  the  trust,  upon  becoming 
entitled  to  take  possession  of  the  railroad  and  property  aforesaid,  may 
in  their  discretion,  and  shall,  on  the  written  request  of  the  hold. 
at  least  one-half  of  the  bonds  then  unpaid  and  outstanding,  cause  the 
said  premises  so  mortgaged  to  be  sold,  either  as  an  entirety  or  in  such 
parcels  as  they  shall  deem  necessary  or  proper,  having  due  regard 
to  the  interests  of  all  parties,  to  the  highest  bidder  at  public  auction, 
in  the  city  of  Austin,  giving  at  least  sixty   days'    notice   of  the   time, 


288 

place  and  terms  of  such  sale,  and  of  the  specific  property  to  be  sold, 
and  whether  the  same  will  be  sold  as  an  entirety  or  in  parcels,  by 
publishing  such  notice  in  two  newspapers  in  said  city  of  Austin,  and 
in  one  or  more  newspapers  in  the  City  of  New  York,  once  in  each 
week  during  the  said  term  of  sixty  days,  and  that  upon  receiving 
the  purchase  money  therefor  the  said  trustees,  or  their  successors  in 
the  trust,  shall  execute  to  the  purchaser  or  purchasers  thereof  a  good 
and  sufficient  deed  of  conveyance  in  fee  simple,  subject,  however, 
to  a  lien  of  the  prior  mortgage,  as  aforesaid,  which  sale  and  con- 
veyance shall  forever  be  a  bar  against  the  party  of  the  first  part,  its 
successors  and  assigns,  and  all  persons  claiming  under  them,  of  all 
right,  estate,  interest  or  claim  in  or  to  the  premises,  property,  things, 
franchises,  privileges  and  immunities  so  sold,  or  any  part  thereof, 
whether  the  said  trustees  are  in  possession  thereof  or  not;  and  the 
receipt  of  said  trustees  shall  be  a  full  and  sufficient  discharge  to  such 
purchasers;  and  no  purchaser  holding  such  receipt  shall  be  liable  for 
the  proper  application  of  the  purchase  money,  or  in  any  way  bound 
to  see  that  the  same  is  applied  to  the  uses  of  this  trust,  or  in  any 
manner  answerable  for  its  loss  or  misapplication,  or  bound  to  in- 
quire into  the  authority  for  making  such  sale.  And  such  sale,  to  a 
purchaser  in  good  faith,  shall  be  valid,  whether  said  notice  is  given 
or  not,  and  whether  default  in  payment  has  been  made  or  not. 

That  the  said  trustees  shall,  after  deducting  from  the  proceeds  of 
such  sale  the  costs  and  expenses  thereof,  and  of  the  execution  of  this 
trust,  and  all  payments  for  taxes,  assessments  and  counsel  fees,  and 
their  own  reasonable  compensation,  apply  so  much  of  the  proceeds 
as  may  be  necessary  to  the  payment  of  the  principal  and  interest  ' 
remaining  unpaid  upon  the  said  bonds,  together  with  interest  upon 
over-due  interest,  down  to  the  time  of  sale,  without  giving  preference 
to  either  principal  or  interest;  it  being  the  intention  of  this  indenture 
that  so  long  as  the  railroad  and  its  appurtenances  shall  be  managed 
by  the  trustees,  or  a  receiver,  as  a  going  concern,  the  income  shall 
be  applied  to  the  payment  of  interest  in  preference  to  the  principal, 
but  that  after  a  sale  of  the  railroad  and  its  appurtenances,  no  such 
preference  shall  be  made  in  the  distribution  of  the  proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  trustees, 
or  under  decree  of  the  Court,  the  holders  of  the  bonds  hereby 
secured,  or  any  of  them,  or  the  said  trustees  on  behalf  of  all  the 
the  bondholders,  shall  have  a  right  to  purchase  upon  equal  terms 
with  other  persons,  and  the  bonds  secured  by  this  mortgage  shall  be 
receivable  at  such  sale  as  cash  for  the  amount  of  cash  which    would 


289 

be  payable  on  such  bonds  out  of  the  proceeds  of  such  sale. 

That  it  is  hereby  expressly  agreed  that  in  no  case  shall  any  claim, 
benefit  or  advantage  be  taken  by  the  party  of  the  first  part,  its  suc- 
cessors or  assigns,  of  any  valuation,  appraisement,  extension  or  relief 
laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  that  nothing  herein 
contained  shall  be  construed  as  limiting  the  right  of  the  said  trustees 
to  apply  to  the  Courts  for  judgment  or  decree  of  foreclosure  and 
sale  under  this  indenture,  or  for  the  usual  relief  in  the  course  of  such 
proceedings;  and  the  said  trustees  may,  in  their  discretion,  apply  to 
any  competent  court  for  relief  by  way  of  foreclosure  or  otherwise, 
if  so  advised  by  counsel,  instead  of  taking  possession  of  or  selling 
the  said  property  when  required  to  do  so  by  bondholders. 

That  in  case  the  premises  hereby  conveyed,  or  any  portion  thereof, 
are  sold  under  or  by  virtue  of  the  lien  of  the  prior  mortgage  afore- 
said, or  of  any  other  lien  having  priority  over  this  indenture,  the 
principal  of  all  the  bonds  secured  hereby  shall  be  and  become  imme- 
diately due  and  payable,  simultaneously  with  such  sale. 

That  the  party  of  the  first  part,  its  successors  and  assigns,  hereby 
covenant  and  agree  with  the  parties  of  the  second  part  and  their 
successors  in  this  trust,  that  the  proceeds  of  the  bonds  to  be  issued 
as  hereinbefore  mentioned,  in  addition  to  the  specified  number  given 
for  the  purchase  of  the  original  property,  shall  be  applied  in  good 
faith  to  the  construction  or  purchase  of  additional  railroad,  and  to  the 
furnishing  of  additional  equipment  therefor. 

That  the  party  of  the  first  part,  its  successors  and  assigns,  further 
covenant  and  agree  with  the  parties  of  the  second  part,  and  their 
successors  in  the  trust,  to  make,  execute  and  deliver  all  such  further 
deeds,  instruments  and  assurances  as  may  from  time  to  time  be 
necessary^  and  as  the  parties  of  the  second  part,  or  their  successors 
in  the  trust,  may  be  advised  by  couniel  learned  in  the  law  to  be 
necessary,  for  the  better  securing  to  the  parties  of  the  second  part, 
and  their  successors  in  the  trust,  the  premises  hereby  conveyed,  and 
for  carrying  out  the  objects  and  purposes  of  this  indenture. 

That  the  parties  of  the  second  part,  and  their  successors  in  the 
trust,  may,  upon  the  written  request  of  the  party  of  the  first  part,  its 
successors  or  assigns,  convey  or  release  any  lands  which  it  or  tht  y 
may  cease  to  use  for  its  corporate  purposes  by  reason  of  any  change 
of  location  of  any  station  house,  buildings,  or  cattle  yards,  con- 
nected with  its   railroad,  or  by  reason  of  any  change  of  the  track  of 


290 

said  railroad,  provided  that,  at  the  same  time,  such  instruments  shall 
be  executed  as  will  cause  the  lien  of  this  mortgage  to  attach  to  all 
lands,  tenements  and  hereditaments  taken  and  used  by  the  party  of 
the  first  part,  its  successors  or  assigns,  in  place  of  the  lands  disused 
as  aforesaid;  and  that  in  case  of  the  sale  of  any  such  lands,  without 
exchanging  them  for  other  lands,  the  proceeds  of  such  sale,  if  any, 
remaining  after  complying  with  a  provision  similar  to  this  in  the 
prior  mortgage  aforesaid,  shall  be  paid  to  the  parties  of  the  second 
part,  or  their  successors  in  the  trust,  and  be  by  them  applied  to  the 
purchase  of  bonds  secured  by  this  mortgage,  which  bonds,  when  so 
purchased,  shall  be  canceled,  and  a  certificate  of  the  respective  num- 
bers and  amounts  of  the  bonds  so  canceled  shall  be  immediately 
furnished  by  the  trustees  to  the  party  of  the  first  part,  its  successors 
or  assigns. 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  parties  of  the 
second  part  shall  be  void,  and  the  right  to  all  the  real  and  personal 
property  hereby  granted  and  conveyed  shall  revert  to  and  revest  in 
the  party  of  the  first  part,  its  successors  or  assigns,  in  law  and  in 
equity,  without  any  acknowledgment  of  satisfaction,  reconveyance, 
surrender,  re-entry,  or  other  act. 

That  any  of  the  parties  of  the  second  part,  or  of  their  successors, 
may  resign  his  trust,  and  shall  be  discharged  from  all  liability  as 
Trustee,  thereafter  accruing,  upon  delivering  his  resignation  in  writ- 
ing, subscribed  by  his  own  hand,  to  his  co-trustees  and  to  the  Presi- 
dent or  Secretary  of  the  party  of  the  first  part,  its  successors  or  as- 
signs, or  the  person  acting  for  the  time  being  as  such. 

That  in  case  of  the  resignation,  death,  permanent  removal  from  the 
United  States,  removal  from  office,  or  incapacity  to  act  of  one  or  more 
of  the  said  Trustees,  a  successor,  or  successors,  shall  beat  once  appoint- 
ed to  fill  such  vacancy  by  the  surviving  or  remaining  Trustees,  if  any, 
with  the  consent  of  the  Board  of  Directors  of  the  party  of  the  first 
part,  or  of  its  successors  or  assigns,  or  in  case  no  Trustee  survives  or 
remains,  by  the  said  Board  of  Directors.  That  if  such  vacancy  is 
not  filled  within  thirty  days  after  it  occurs,  any  competent  court  may 
appoint  a  Trustee  to  fill  such  vacancy,  on  the  written  application  of 
the  holders  of  the  bonds  hereby  secured,  to  the  aggregate  amount  of 
fifteen  per  centum  of  the  bonds  then  outstanding;  and  the  person,  or 
persons,  so  appointed  shall  be  the  Trustee  or  Trustees  under  this  in- 
strument, and  from  thenceforward  each  person  so  appointed  shall  be 


291 

vested  with  the  same  powers,  rights,  and  interest,  and  charged  with 
the  same  duties  and  responsibilities,  as  if  he  had  been  named  among 
the  parties  of  the  second  part  to  this  instrument,  in  place  of  the 
Trustee  to  whom  he  succeeds,  without  any  further  assurance,  con- 
veyance, act,  or  deed;  but  the  surviving  or  remaining  Trustees,  if  any, 
shall  immediately  execute  all  [such]  conveyances  or  other  instru- 
ments as  may  be  necessary  or  suitable  for  the  purpose  of  assuring  to 
the  new  Trustee  so  appointed  a  full  joint  estate  in  the  premises. 

That  the  parties  of  the  second  part,  and  their  successors  in  the 
trust,  may  take  such  legal  advice,  and  employ  such  assistance,  as 
may  be  necessary  in  their  judgment  to  the  proper  discharge  of  their 
duties,  and  shall  be  entitled  to  receive  just  and  reasonable  compen- 
sation for  all  duties  performed  by  them,  or  any  of  them,  in  the  dis- 
charge of  this  trust,  and  for  all  their  reasonable  expenses  and  dis- 
bursements, which  compensation  shall  be  paid  by  the  party  of  the 
first  part,  its  successors  or  assigns,  and  also  be  a  lien  upon  and  pay- 
able out  of  any  funds  coming  into  the  hands  of  the  parties  of  the 
second  part,  or  their  successors  in  the  trust. 

That  no  one  of  the  parties  of  the  second  part,  or  their  successors, 
shall  be  in  any  case  held  individually  liable  for  any  act  or  default  of 
the  others,  or  of  any  agent  or  person  employed  by  him  or  them  in 
any  capacity,  or  for  anything  except  his  own  fraud  or  willful  miscon- 
duct; but  each  trustee  shall  only  be  required  to  exercise  good  faith 
upon  his  part  in  the  selection  and  appointment  of  such  agent  or 
person. 

That  the  word  "trustees,"  wherever  used  in  this  instrument,  shall 
be  construed  to  mean  the  trustees  or  sole  trustee  for  the  time  being, 
whether  original  or  substituted,  and,  whenever  a  vacancy  exists,  to 
mean  the  surviving  or  remaining  trustee,  who  shall,  during  such 
vacancy,  possess  all  the  rights  and  privileges,  and  be  competent  to 
exercise  all  the  powers  hereby  granted  to  or  conferred  upon  the  par- 
ties of  the  second  part. 

In  witness  whereof,  the  said  International  and  Great  Northern 
Railroad  Company,  party  of  the  first  part,  in  pursuance  of  the 
authority  conferred  upon  it  by  law,  and  of  a  resolution  of  its  Hoard 
of  Directors,  passed  the  2 2d  day  of  October,  1879,  has  caused  this 
indenture  to  be  subscribed  in  its  name  by  its  President  and  Assistant 
Secretary,  and  the  corporate  seal  of  said  Company  to  be  affixed 
thereto,  and  the  parties  of  the  second  part,  for  the  purpose   of  testi- 


292 

fying  to  their  acceptance  of  the  trust  hereby  created,  have  all 
affixed  their  signatures  and  seals  thereto,  the  day  and  year  first  above 
written. 

THE  INTERNATIONAL  AND  GREAT  NORTHERN 

RAILROAD  COMPANY. 
[l.  s.]  By  Thos.  W.  Pearsall, 

President. 
Attest: 

Jacob  S.  Wetmore, 

Assistant  Secretary. 

Samuel  Thorne, 
Wm.  Walter  Phelps, 
John  S.  Barnes, 

Trustees. 
Signed,  sealed  and  delivered  in  presence  of 

John  W.  Sterling, 
Charles  Nettleton. 


State  of  New  York, 
City  and  County  of  New  York, 

Be  it  remembered,  that  on  this  first  day  of  November,  A.  D.  1879, 
before  me,  Charles  Nettleton,  a  Commissioner  of  the  State  of  Texas 
in  and  for  the  State  of  New  York,  residing  in  said  City  of  New  York, 
personally  appeared  Thomas  W.  Pearsall,  the  President  of  the  Interna- 
tional and  Great  Northern  Railroad  Company,  and  Jacob  S.  Wetmore, 
the  Assistant  Secretary  of  the  same  Company,  to  me  respectively  per- 
sonally known  to  be  such,  who,  being  by  me  severally  duly  sworn,  did 
depose  and  say  that  he,  said  Thomas  W.  Pearsall,  resided  in  the  City 
and  State  of  New  York;  that  he,  said  Jacob  S.  Wetmore,  resided  in  En- 
glewood,  New  Jersey;  that  he,  said  Thomas  W.  Pearsall,  was  the  Presi- 
dent, and  he,  said  Jacob  S.  Wetmore,  was  the  Assistant  Secretary  of 
the  said  Company;  that  they  know  the  corporate  seal  of  said  Com- 
pany; that  the  seal  affixed  to  the  foregoing  instrument  is  such  cor- 
porate seal;  that  it  was  so  affixed  thereto  by  order  of  the  Board  of 
Directors  of  said  Company,  and  that  they,  the  said  Thomas  W.  Pear- 
sall and  Jacob  S.  Wetmore,  signed  their  names  thereto,  by  the  like 
order,  as  President  and  Assistant  Secretary  of  said  Company,  re- 
spectively, and  they  thereupon  acknowledged  to  me,  respectively, 
that  they  had  signed,  sealed  and  delivered  the  said  instrument,  bear- 
ing date  on  the  first  day  of  November,  A.  D.  1879,  as  for  and  to  be, 


293 

the  free  and  voluntary  act  and  deed  of  the  International  and  Great 
Northern  Railroad  Company,  for  the  considerations,  uses,  and  pur- 
poses therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  first  day  of  November,  A.  D.  1879. 

Charles  Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  New  York  City. 


State  of  New  York,         } 
City  and  County  of  New  York,  j    s' 

I,  Charles  Nettleton,  a  Commissioner  in  said  State  of  New  York, 
residing  in  said  city  of  New  York,  appointed  by  the  Governor  of  the 
State  of  Texas,  do  hereby  certify  that  Samuel  Thome,  William  Wal- 
ter Phelps  and  John  S.  Barnes,  trustees,  who  are  personally  known  to 
me  to  be  the  same  persons  described  in,  and  who  executed  the  fore- 
going instrument,  this  day  came  before  me  and  acknowledged  that 
they  signed,  sealed  and  delivered  the  said  instrument,  bearing  date 
on  the  first  day  of  November,  A.  D.  1879,  as  their  voluntary  act  and 
deed,  for  the  considerations,  uses  and  purposes  therein  expressed,  as 
such  trustees  therein  described. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  first  day  of  November,  A.  D.  1879. 

Charles  Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  N.  Y.  City. 


[The  original  of  the  foregoing  instrument  was  filed  for  record  in  the 
office  of  the  Clerk  of  the  County  Court  of  Harris  County,  Texas,  on 
the  10th  day  of  November,  1879,  and  was  recorded  on  the  following 
day,  in  said  office,  in  Records  of  Mortgages,  Book  Vol.  8,  on  pages 
775  to  783,  inclusive.  The  foregoing  is  an  accurate  copy  of  the 
mortgage  as  there  recorded.] 


INTERNATIONAL    AND    GREAT    NORTHERN 
RAILROAD  COMPANY. 


SIX  PER  CENT.  GOLD  MORTGAGE. 


JUNE     15,     1881. 


THIS  INDENTURE,  made  the  fifteenth  day  of  June,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  eighty-one,  be- 
tween the  International  and  Great  Northern  Railroad  Com- 
pany, a  corporation  existing  under  the  laws  of  the  State  of  Texas,  of 
the  first  part,  and  the  Farmers'  Loan  and  Trust  Company,  of  the 
City  of  New  York,  a  corporation  existing  under  the  laws  of  the  State 
of  New  York,  of  the  second  part: 

Whereas,  The  party  of  the  first  part  heretofore,  on  the  first  day 
of  November,  in  the  year  1879,  executed  a  certain  Indenture  of  mort- 
gage to  Samuel  Thorne,  William  Walter  Phelps  and  John  S.  Barnes, 
Trustees,  to  secure  four  thousand  four  hundred  and  seventy-four  in- 
come bonds  for  the  sum  of  one  thousand  dollars  each,  and  five  hun- 
dred income  bonds  for  the  sum  of  five  hundred  dollars  each,  and 
also  a  series  of  similar  bonds  for  the  sum  of  one  thousand  dollars 
each,  to  the  amount  therein  prescribed,  all  of  them  bearing  interest 
to  such  amount,  not  exceeding  eight  per  centum  per  annum,  as  should 
be  earned  within  each  calendar  year,  beginning  with  the  year  1879, 
as  therein  set  forth; 

And  Whereas,  Many  holders  of  the  said  bonds  desire  to  exchange 
them  for  bonds  of  this  Company,  bearing  interest  at  the  rate  of  six 
per  centum  per  annum,  absolutely  and  free  from  all  contingency,  to 
be  secured  in  the  manner  hereinafter  prescribed; 

And  Whereas,  The  party  of  the  first  part  had,  on  May  1,  1881, 
issued  five  thousand,  two  hundred  and  eighty-four  income  bonds,  as 
hereinbefore   described,  for  the  sum  of  one   thousand  dollars  each, 


295 

and  five  hundred  such  income  bonds  for  the  sum  of  five  hundred 
dollars  each,  and  intends  to  issue  in  exchange  for  said  bonds  a  like 
amount  of  bonds  in  the  form  hereinafter  prescribed  and  secured  by 
this  mortgage,  and  also  a  series  of  similar  bonds,  for  the  sum  of  one 
thousand  dollars  each,  to  the  amount  hereinafter  prescribed;  all  of 
which  bonds,  notwithstanding  the  same  may  be  issued  at  different 
times,  are  equally  secured- by  these  presents,  are  to  be  authenticated 
by  a  certificate  signed  by  the  party  of  the  second  part,  and  are  to 
be  substantially  in  the  following  form: 

THE  INTERNATIONAL  AND  GREAT  NORTHERN  RAIL- 
ROAD COMPANY. 

No $  1,000. 

Interest  at  six  per  centum  per  annum. 

Due   September   1,  1909. 

The  International  and  Great  Northern  Railroad  Company,  of 
Texas,  for  value  received,  hereby  acknowledges  itself  indebted  to  the 
Farmers'  Loan  and  Trust  Company  of  the  City  of  New  York,  Trus- 
tee, in  the  sum  of  one  thousand  dollars,  United  States  gold  coin, 
which  sum  the  said  Company  promises  to  pay,  at  its  agency  in  the 
City  of  New  York,  to  the  bearer,  unless  this  bond  is  registered,  and 
if  registered,  then  to  the  registered  holder  thereof,  in  gold  coin  of 
the  United  States,  of  the  present  standard  of  weight  and  fineness,  on 
the  first  day  of  September,  in  the  year  1909,  together  with  interest 
thereon  at  the  rate  of  six  per  centum  per  annum  from  the  first  day  of 
March,  1881,  payable  semi-annually,  in  like  gold  coin,  on  the  first 
days  of  March  and  September  in  each  year,  upon  presentation  of  the 
annexed  coupons,  as  they  severally  become  due,  at  the  said  agency 
of  the  Company  in  the  City  of  New  York. 

This  bond  is  one  of  a  series  of  like  tenor  and  date,  of  which  5,284 
for  $1,000  each,  and  500  for  $500  each,  are  intended  to  be  issued  in 
exchange  for  a  like  amount  of  income  bonds  issued  before  the  first 
day  of  May,  1881,  and  secured  by  a  second  mortgage,  and  ten  lor 
$1,000  each,  but  no  more,  may  be  issued  for  each  mile  of  completed 
road  thereafter  constructed  or  acquired  by  the  said  Company;  all 
bonds  of  this  series  being  equally  secured  by  a  mortgage  or  deed  of 
trust,  of  even  date  herewith,  executed  by  the  said   Company  to  the 


296 

Farmers'  Loan  and  Trust  Company  of  the  City  of  New  York,  as 
Trustee,  covering  the  entire  railroad  of  the  said  Company,  together 
with  all  the  rolling  stock,  equipment,  appurtenances,  income,  fran- 
chises (including  the  franchise  to  be  a  corporation),  privileges,  and 
immunities  of  the  said  Company,  now  owned  or  hereafter  acquired, 
and  also  by  the  deposit  with  the  said  Trustee  of  income  bonds  under 
the  existing  second  mortgage  upon  the  same  property,  executed  to 
Samuel  Thome,  William  Walter  Phelps  and  John  S.  Barnes,  as  Trus- 
tees, to  an  amount  equal  to  the  bonds  of  this  series  issued,  or  to  be 
issued,  until  the  said  existing  second  mortgage  is  fully  satisfied  and 
discharged  of  record,  which  income  bonds  are  to  be  held  by  the  said 
Trustees  for  the  protection  of  bonds  of  this  series. 

Upon  default  in  the  payment  of  interest  on  this  bond  for  six 
months  after  it  becomes  payable  and  has  been  demanded,  the  Trus- 
tee may,  subject  to  the  provisions  of  the  said  mortgage,  declare  the 
principal  of  all  the  bonds  immediately  payable,  and  must  do  so,  if 
required  by  the  holders  of  one-fourth  of  all  such  bonds  outstanding. 

This  bond  may  be  registered  on  the  books  of  the  Company,  at  its 
agency  in  the  City  of  New  York,  after  which  no  transfer  except  on 
the  books  of  the  Company  will  be  valid;  but  it  is  not  to  be  deemed 
registered  until  the  name  of  the  holder  is  registered  upon  the  back  of 
the  bond  as  well  as  upon  the  books  of  the  Company.  It  may  be 
registered  in  favor  of  "bearer,"  after  which  it  will  be  transferable  by 
delivery  alone,  until  again  registered  in  the  name  of  the  holder. 

This  bond  shall  not  become  obligatory  until  the  certificate  in- 
dorsed hereon  is  signed  by  the  said  trustee  or  its  successor  in  the 

trust. 

In  witness  whereof  the  said  International  and  Great  Northern 
Railroad  Company  has  caused  this  bond  to  be  subscribed  by  its 
President  or  Vice-President  and  Assistant  Treasurer,  and  its  corporate 
seal  affixed  hereto,  this  fifteenth  day  of  June,  in  the  year  one  thous- 
and eight  hundred  and  eighty-one. 

THE  INTERNATIONAL  AND    GREAT  NORTHERN 

RAILROAD   COMPANY, 

By ,  President. 

,  Assistant  Treasurer. 


297 


COUPON. 


The  International  and  Great  Northern  Railroad  Company  will  pay 
to  the  bearer,  at  its  agency  in  the  City  of  New  York,  dol- 

lars, in  gold  coin,  on  ,  being    six    months'    interest 

due  that  day  on  bond  No. 

trustees'    certificate. 

It  is  hereby  certified,  that  the  International  and  Great  Northern 
Railroad  Company  has  executed  to  the  Farmers'  Loan  and  Trust 
Company  of  the  City  of  New  York,  a  mortgage  or  deed  of  trust, 
as  described  in  the  within  bond,  and  that  no  more  of  such  bonds 
have  been  certified  to  by  the  undersigned  than  are  authorized  by  said 
deed  of  trust. 

The  Farmers'  Loan  and  Trust  Company, 

Trustee. 
By ,  President. 

Now,  therefore,  this  Indenture  witnesseth: 

That  the  said  International  and  Great  Northern  Railroad  Com- 
pany, in  order  to  secure  the  payment  of  the  said  bonds  and  interest 
thereon,  and  in  consideration  of  the  sum  of  one  dollar  to  it  paid  by 
the  party  of  the  second  part,  the  receipt  whereof  is  hereby  acknowl- 
edged, has  granted,  bargained,  sold,  transferred  and  conveyed,  and 
does  hereby  grant,  bargain,  sell,  transfer  and  convey  unto  the  said 
Farmers'  Loan  and  Trust  Company  of  the  City  of  New  York,  party 
of  the  second  part,  and  to  its  successor  or  successors  in  this  trust, 
forever,  all  and  singular  the  lands,  tenements  and  hereditaments  of 
the  said  Railroad  Company,  now  owned  or  hereafter  to  be  acquired  by 
it,  including  all  its  railroads,  tracks,  rights  of  way,  main  lines,  branch 
lines,  superstructures,  depots,  depot  grounds,  station  houses,  engine 
houses,  car  houses,  freight  houses,  wood  houses,  sheds,  watering 
places,  work  shops,  machine  shops,  bridges,  viaducts,  culverts,  fences, 
and  fixtures,  together  with  all  its  leases,  leased  or  hired  lands,  leased 
or  hired  railroads,  and  all  its  locomotives,  tenders,  cars,  carriages, 
coaches,  trucks,  and  other  rolling  stock,  its  machinery,  tools,  weighing 
scales,  turntables,  rails,  wood,  coal,  oil,  fuel,  equipment,  furniture,  and 
material  of  every  name,  nature, and  description,  now  held,  or  hereafter 
to  be  acquired,  together  with  all  the  corporate  rights,  privileges,  im 
munities,  and  franchises  of  said  Railroad  Company,  now  held  or 
hereafter  to  be  acquired,  (including   the    franchise  to  be  a  corpora- 


298 

tion),  and  all  the  tolls,  fares,  freights,  rents,  income,  issues  and  profits 
thereof,  and  all  the  reversion  and  reversions,  remainder  and  remain- 
ders thereof,  in  trust,  however,  for  the  uses  and  purposes  hereinafter 
mentioned,  excepting,  however,  and  reserving  from  the  lien  of  this 
mortgage  all  land  grants,  lands,  land  certificates,  town  lots  and  town 
sites  now  or  at  any  prior  time  owned  or  controlled  by  the  said  Com- 
pany, which  were  not,  on  the  first  day  of  November,  1879,  and  have 
never  since  been  actually  occupied  and  in  use  by  the  said  Company 
and  necessary  to  the  occupation  and  maintenance  of  its  lines  of  rail- 
road. 

To  have  and  to  hold  the  said  property,  premises,  things,  rights, 
privileges,  immunities,  and  franchises  hereby  conveyed,  or  intended 
so  to  be,  unto  the  Farmers'  Loan  and  Trust  Company  of  the 
City  of  New  York,  party  of  the  second  part,  or  its  successor  or  suc- 
cessors, in  trust,  for  the  owners  and  holders  of  the  said  bonds,  or 
any  of  them,  subject  to  the  terms  and  stipulations  of  said  bonds  and 
of  the  coupons  thereto  attached,  and  subject  also  to  the  possession, 
control  and  management  of  the  Directors  of  the  party  of  the  first 
part,  its  successors  or  assigns,  so  long  as  it  or  they  shall  well  and 
truly  perform  all  and  singular  the  stipulations  of  the  said  bonds  and 
the  covenants  of  this  indenture. 

That  the  bonds  which  may  issued  under  this  mortgage  shall  not 
exceed  the  number  and  amount  of  bonds  then  issued  under  the  ex- 
isting second  mortgage,  executed  by  said  Company  on  the  first  day 
of  November,  1879,  to  Samuel  Thorne,  William  Walter  Phelps  and 
John  S.  Barnes,  Trustees,  and  surrendered  to  the  party  of  the  second 
part  in  exchange  for  bonds  issued  under  this  mortgage,  until  the  said 
second  mortgage  is  satisfied  and  discharged  of  record,  and  shall  not 
exceed  five  thousand  two  hundred  and  eighty-four  bonds  for  the  sum 
of  $1,000  each,  and  five  hundred  bonds  for  the  sum  of  $500  each, 
with  the  addition  of  ten  bonds,  for  $1,000  each,  for  each  mile  of 
completed  railroad,  which  has  been  constructed  or  acquired  by  the 
party  of  the  first  part  since  the  first  day  of  May,  1880,  or  which 
shall  be  newly  constructed  or  acquired  by  the  party  of  the  first  part, 
its  successors  or  assigns,  after  the  execution  of  this  mortgage;  and 
no  bond  shall  be  issued  for  railroads  to  which  the  party  of  the  first 
part,  its  successors  or  assigns,  have  not  a  good  and  valid  title;  and 
if  there  is  any  lien  or  incumbrance  upon  railroads  hereafter  acquired 
by  the  party  of  the  first  part,  its  successors  or  assigns,  other  than  the 
two  mortgages  already  executed  by  the  said  Company  and  now  out- 


299 

standing,  dated  the  first  day  of  November,  1879,  tne  issue  of  new 
bonds  on  account  of  such  railroads  shall  be  withheld,  to  the  amount 
of  such  lien  or  incumbrance,  until  the  same  is  discharged. 

That  the  said  Trustee,  or  its  successor  in  the  trust,  may,  in  its  dis- 
cretion, accept  a  certificate,  signed  by  the  President  and  Chief 
Engineer  of  the  party  of  the  first  part,  its  successors  or  assigns,  as 
conclusive  evidence  of  the  number  of  miles  of  completed  railroad 
so  newly  constructed  or  acquired. 

That  in  case  the  party  of  the  first  part,  its  successors  or  assigns, 
shall  fail  to  pay  the  interest  on  any  of  the  said  bonds,  at  any  time  when 
the  same  may  become  due  and  payable,  according  to  the  tenor  there- 
of, and  shall  continue  in  such  default  for  six  months  after  such  pay- 
ment has  been  demanded  at  its  or  their  agency  in  the  City  of  New 
York,  then,  and  thereupon,  the  principal  of  all  bonds  hereby  se- 
cured shall  be  and  become  immediately  due  and  payable,  provided 
the  said  Trustee  gives  written  notice  to  the  party  of  the  first  part, 
its  successors  or  assigns,  of  its  option  to  that  effect  while  such  default 
continues,  which  notice  it  shall  be  bound  to  give,  if  required  in 
writing  to  do  so  by  the  holders  of  twenty-five  per  centum  of  said 
bonds  then  outstanding;  and  that  in  such  case,  or  upon  the  principal 
of  said  bonds  becoming  in  any  other  way  due  and  payable,  and  re- 
maining unpaid,  in  whole  or  in  part,  after  demand  thereof,  the  said 
Trustee,  or  its  successor  in  the  trust,  may,  in  its  discretion,  and  shall, 
upon  the  request  of  the  holders  of  fifty  per  centum  of  said  bonds 
then  outstanding,  take,  with  or  without  entry  or  foreclosure,  actual 
possession  of  said  railroad,  and  of  all  and  singular  the  property, 
things  and  effects  hereby  conveyed,  and  personally,  or  by  at- 
torney, manage  and  operate  the  same,  and  receive  all  the  tolls,  rents, 
income  and  profits  thereof,  until  such  time  as  the  said  bonds  and 
interest  thereon  are  fully  paid  or  satisfied,  and  shall  apply  the  money 
so  received  by  it:  first,  to  the  expenses  of  the  trust  hereby  created, 
the  management  of  the  said  railroad  and  its  appurtenances,  and 
the  needful  repairs  thereof;  next,  to  the  payment  of  interest  over- 
due upon  the  said  bonds  and  interest  upon  delayed  interest,  and 
afterwards  to  the  payment  of  the  principal  of  the  said  bonds. 
And  the  said  Trustee,  or  its  successor  in  the  trust,  upon  becoming 
entitled  to  take  possession  of  the  railroad  and  property  aforesaid,  may, 
in  its  discretion,  and  shall,  on  the  written  request  of  the  holders  of 
at  least  one-half  of  the  bonds  then  unpaid  and  outstanding,  cause  the 
said  premises  so  mortgaged  to  be  sold,  either  as  an  entirety  or  in  such 


300 

parcels  as  it  shall  deem  necessary  or  proper,  having  due  regard 
to  the  interests  of  all  parties,  to  the  highest  bidder  at  public  auction, 
in  the  city  of  Austin,  giving  at  least  sixty  days'  notice  of  the  time, 
place  and  terms  of  such  sale,  and  of  the  specific  property  to  be  sold, 
and  whether  the  same  will  be  sold  as  an  entirety  or  in  parcels,  by  pub- 
lishing such  notice  in  two  newspapers^  in  said  city  of  Austin,  and 
in  one  or  more  newspapers  in  the  City  of  New  York,  once  in  each 
week  during  the  said  term  of  sixty  days;  and  that,  upon  receiving 
the  purchase  money  therefor,  the  said  Trustee,  or  its  successor  in 
the  trust,  shall  execute  to  the  purchaser  or  purchasers  thereof  a  good 
and  sufficient  deed  of  conveyance  in  fee  simple,  which  sale  and  con- 
veyance shall  forever  be  a  bar  against  the  party  of  the  first  part,  its 
successors  and  assigns,  and  all  persons  claiming  under  them,  of 
all  right,  estate,  interest  or  claim  in  or  to  the  premises,  property, 
things,  franchises,  privileges  and  immunities  so  sold,  or  any  part  there- 
of, whether  the  said  Trustee  is  in  possession  thereof  or  not;  and  the 
receipt  of  the  said  Trustee  shall  be  a  full  and  sufficient  discharge  to 
such  purchasers;  and  no  purchaser  holding  such  receipt  shall  be 
liable  for  the  proper  application  of  the  purchase  money,  or  in  any 
way  bound  to  see  that  the  same  is  applied  to  the  uses  of  this  trust,  or 
in  any  way  [manner]  answerable  for  its  loss  or  misapplication,  or 
bound  to  inquire  into  the  authority  for  making  such  sale.  And  such 
sale,  to  a  purchaser  in  good  faith,  shall  be  valid,  whether  said  notice 
is  given  or  not,  and  whether  default  in  payment  has  been  made  or 
not. 

That  the  said  trustees  shall,  after  deducting  from  the  proceeds  of 
such  sale  the  costs  and  expenses  thereof,  and  of  the  execution  of  this 
trust,  and  all  payments  for  taxes,  assessments  and  counsel  fees,  and 
its  own  reasonable  compensation,  apply  so  much  of  the  proceeds  as 
may  be  necessary  to  the  payment  of  the  principal  and  interest  remain- 
ing unpaid  upon  the  said  bonds  and  coupons,  together  with  interest 
upon  overdue  coupons,  down  to  the  time  of  sale,  without  giving  pref- 
erence to  either  principal  or  interest;  it  being  the  intention  of  this  in- 
denture that  so  long  as  the  railroad  and  its  appurtenances  shall  be 
managed  by  the  trustees,  or  a  receiver,  as  a  going  concern,  the  in- 
come shall  be  applied  to  the  payment  of  interest  in  preference  to  the 
principal,  but  that  after  a  sale  of  the  railroad  and  its  appurtenances, 
no  such  preference  shall  be  made  in  the  distribution  of  the  proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  Trustee 
or  under  decree  of  the  Court,  the  holders  of  the  bonds  hereby  secured, 
or  any  of  them,  or  the  said  Trustee  on  behalf  of  all  the  bondholders, 


301 

shall  have  a  right  to  purchase  upon  equal  terms  with  other  persons; 
and  it  shall  be  the  duty  of  the  said  Trustee,  if  so  required  in  writ- 
ing, a  reasonable  time  before  such  sale,  by  the  holders  of  a  majority 
in  value  of  the  outstanding  bonds  secured  hereby,  and  upon  being 
offered,  at  the  same  time,  adequate  indemnity  against  all  liability  to 
be  incurred  thereby,  to  make  such  purchase  on  behalf  of  all  the 
bondholders,  at  a  reasonable  price,  if  part  only  of  the  property  here- 
by conveyed  is  sold,  or,  in  case  the  whole  property  is  sold  at  a  price 
not  exceeding  the  whole  amount  of  principal  and  interest  due  or  ac- 
cruing upon  the  said  bonds,  together  with  the  expenses  of  the  pro- 
ceedings and  sale;  and  the  bonds  secured  by  this  mortgage  shall  be 
receivable  at  such  sale  as  cash,  for  the  amount  of  cash  which  would 
be  payable  on  such  bonds  out  of  the  proceeds  of  such  sale. 

That  in  case  of  the  purchase  of  the  said  property,  or  any  part 
thereof,  by  the  Trustee,  the  same  shall  be  held  for  the  benefit  of  all 
bondholders,  in  proportion  to  their  respective  interests  in  the  bonds, 
and  the  property  thus  purchased  shall  be  conveyed  to  such  persons 
or  corporation  as  may  be  designated  by  a  majority  in  value  of  the 
bondholders  present  at  a  meeting  of  the  bondholders  in  the  City  of 
New  York,  regularly  called  by  the  Trustee,  upon  reasonable  public 
notice,  published  in  two  newspapers  of  that  city,  provided  that  such 
conveyance  shall  be  made  upon  such  terms  as  will,  in  the  judgment 
of  the  said  Trustee,  secure  to  each  and  every  bondholder  his  just 
proportion  of  interest  in  the  property  purchased  as  aforesaid. 

That  it  is  hereby  expressly  agreed  that  in  no  case  shall  any  claim, 
benefit  or  advantage  be  taken  by  the  party  of  the  first  part,  its  suc- 
cessors or  assigns,  of  any  valuation,  appraisement,  extension  or  relief 
laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  that  nothing 
herein  contained  shall  be  construed  as  limiting  the  right  of  the  said 
Trustee  to  apply  to  the  Courts  for  judgment  or  decree  of  foreclosure 
and  sale  under  this  indenture,  or  for  the  usual  relief  in  the  course  of 
such  proceedings;  and  the  said  Trustee  may,  in  its  discretion,  apply 
to  any  competent  Court  for  relief  by  way  of  foreclosure  or  otherwise, 
if  so  advised  by  counsel,  instead  of  taking  possession  of  or  selling 
the  said  property  when  required  to  do  so  by  bondholders. 

That  the  party  of  the  first  part,  its  successors  and  assigns,  hereby 
covenant  and  agree  with  the  party  of  the  second  part  and  its 
successor  in  the  trust,  that  the  proceeds  of  the  bonds  to  be  issued 
as  hereinbefore  mentioned,  in  addition  to  the  spe<  ified  number  issued 
in  exchange  for  income  bonds  then  outstanding,  shall  be  applied    in 


302 

good  faith  to  the  construction  or  purchase  of  additional  railroad,  and 
to  the  furnishing  of  additional  equipment  therefor. 

That  the  party  of  the  first  part,  its  successors  and  assigns,  further 
covenant  and  agree  with  the  party  of  the  second  part  and  its  succes- 
sor in  the  trust,  to  make,  execute  and  deliver  all  such  further  deeds, 
instruments  and  assurances  as  may  from  time  to  time  be  necessary, 
and  as  the  party  of  the  second  part,  or  its  successor  in  the  trust, 
may  be  advised  by  counsel  learned  in  the  law  to  be  necessary,  for 
the  better  securing  to  the  party  of  the  second  part,  and  its  successor 
in  the  trust,  the  premises  hereby  conveyed,  and  for  carrying  out  the 
objects  and  purposes  of  this  indenture. 

That  the  party  of  the  second  part,  and  its  successor  in  the  trust, 
may,  upon  the  written  request  of  the  party  of  the  first  part,  its  suc- 
cessors or  assigns,  convey  or  release  any  lands  which  it  or  they  may 
cease  to  use  for  its  corporate  purposes,  by  reason  of  any  change  of 
location  of  any  station  house,  buildings,  or  cattle  yards,  connected 
with  its  railroad,  or  by  reason  of  any  change  of  the  track  of  said 
railroad;  provided  that,  at  the  same  time,  such  instruments  shall  be 
executed  as  will  cause  the  lien  of  this  mortgage  to  attach  to  all  lands, 
tenements  and  hereditaments  taken  and  used  by  the  party  of  the  first 
part,  its  successors  or  assigns,  in  place  of  the  lands  disused  as  afore- 
said; and  that  in  case  of  the  sale  of  any  such  lands,  without  exchang- 
ing them  for  other  lands,  the  proceeds  of  such  sale  shall  be  paid  to 
the  party  of  the  second  part,  or  its  successor  in  the  trust,  and  be  by 
it  applied  to  the  purchase  of  bonds  secured  by  this  mortgage,  which 
bonds,  when  so  purchased,  shall  be  canceled,  and  a  certificate  of  the 
respective  numbers  and  amounts  of  the  bonds  so  canceled  shall  be 
immediately  furnished  by  the  Trustee  to  the  party  of  the  first  part, 
its  successors  or  assigns. 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  party  of  the 
second  part  shall  be  void,  and  the  right  to  all  the  real  and  personal 
property  hereby  granted  and  conveyed,  shall  revert  to  and  revest  in 
the  party  of  the  first  part,  its  successors  or  assigns,  in  law  and  in 
equity,  without  any  acknowledgement  of  satisfaction,  reconveyance, 
surrender,  re-entry  or  other  act. 

That  the  party  of  the  second  part  and  its  successor  in  the  trust 
shall  and  will  hold  all  income  bonds,  issued  under  the  said  existing 
second  mortgage,  which  may  be  deposited  with  it  in  exchange  for 
bonds  issued  under  this  mortgage,  in  trust,  for  the  benefit  of  the  law- 
ful holders  of  the   bonds   issued    under   this    mortgage,  and  will,  if 


303 

necessary,  or  if  justice  requires,  enforce  against  the  said  Company 
the  income  bonds  so  held  by  it  and  the  mortgage  securing  the  same, 
and  secure  for  such  bonds  the  full  benefit  of  the  said  second  mort- 
gage on  the  same  footing  with  other  similar  bonds  not  deposited 
with  the  party  of  the  second  part  or  its  successor  in  the  trust,  except 
that  the  party  of  the  second  part  and  its  successor  in  the  trust  shall 
and  will  accept  the  payment  of  interest  upon  the  bonds  issued  under 
this  mortgage,  according  to  the  stipulations  thereof,  as  full  satisfac- 
tion and  discharge  of  all  claims  against  the  party  of  the  first  part, 
its  successors  and  assigns,  for  interest  upon  the  income  bonds  de- 
posited as  aforesaid,  and  except  also  that  the  payment  of  the  princi- 
pal of  any  of  the  bonds  issued  under  this  mortgage  shall  be  accepted 
as  a  full  satisfaction  of  an  equivalent  amount  of  said  income  bonds 
deposited  as  aforesaid,  and  upon  such  payment  being  made  by  the 
party  of  the  first  part,  its  successors  or  assigns,  and  evidenced  to 
the  party  of  the  second  part  or  its  successor  in  the  trust,  by  the  de- 
posit of  any  bonds  issued  under  this  mortgage,  paid  and  canceled, 
the  party  of  the  second  part,  or  its  successor  in  the  trust,  will  cancel 
an  equivalent  amount  of  income  bonds  deposited  as  aforesaid,  and 
except  also  that,  in  the  event  of  proceedings  for  a  foreclosure  or 
other  enforcement  of  the  said  existing  second  mortgage,  the  party 
of  the  second  part  or  its  successor  in  the  trust  will  not  collect  or 
authorize  the  collection  from  the  party  of  the  first  part,  its  succes- 
sors or  assigns,  of  any  greater  amount  of  interest  on  account  of  the 
income  bonds  deposited  with  it. as  aforesaid,  than  at  the  rate  of  six 
per  centum  per  annum;  it  being  the  intention  of  the  parties  hereto 
that  the  said  income  bonds  shall  be  held  in  trust,  and  used  only  for 
the  purpose  of  giving  to  the  holders  of  bonds  issued  under  this 
mortgage  an  equality  of  lien  with  the  holders  of  other  outstanding 
income  bonds,  but  with  a  rate  of  interest  fixed  at  six  per  centum  per 
annum. 

That  in  the  event  of  all  the  income  bonds,  issued  under  the  said 
existing  second  mortgage  being  deposited  with  the  party  of  the  sec- 
ond part  or  its  successors  in  the  trust,  it  will  fortwith  use  its  best  dili- 
gence to  procure  Irom  the  Trustees  of  the  said  second  mortgage  a 
satisfaction  and  discharge  upon  the  record  of  the  said  second  mort- 
gage, delivering  to  them,  if  necessary  for  that  purpose,  the  .said  in- 
come bonds  duly  canceled,  and  taking  every  step  that  may  be  neces- 
sary or  proper  for  the  purpose  of  procuring  the  complete  discharge 
of  the  lien  of  the  said  second  mortgage,  to  the  end  that  this  mortgage 
may  become  a  lien  upon  all   the   property  hereinbefore  mentioned, 


304 

second  only  to  the  first  purchase-money  mortgage  executed  to  John 
S.  Kennedy  and  Samuel  Sloan,  Trustees,  and  dated  the  first  day  of 
November,  1879,  but  for  this  purpose,  the  said  income  bonds  shall 
not  be  surrendered  for  cancellation,  until  the  party  of  the  second 
part  is  reasonably  satisfied  that  all  intervening  liens  have  been  dis- 
charged or  secured  to  be  discharged. 

That  the  party  of  the  second  part,  or  its  successor  in  the  trust,  may 
take  such  legal  advice  and  employ  such  assistance  as  may  be  neces- 
sary in  its  judgment  to  the  proper  discharge  of  its  duties,  and  shall 
be  entitled  to  receive  just  and  reasonable  compensation  for  all  duties 
performed  by  it  in  the  discharge  of  this  trust,  and  for  all  its  reasona- 
ble expenses  and  disbursements,  which  compensation  shall  be  paid 
by  the  party  of  the  first  part,  its  successors  or  assigns,  and  shall  also 
be  a  lien  upon  and  payable  out  of  the  funds  coming  into  the  hands  of 
the  party  of  the  second  part  or  its  successor  in  the  trust. 

In  witness  whereof,  the  said  International  and  Great  Northern 
Railroad  Company,  party  of  the  first  part,  in  pursuance  of  the  au- 
thority conferred  upon  it  by  law,  and  of  a  resolution  adopted  by  a 
vote  of  two-thirds  of  all  the  stock  of  the  said  Company,  at  a  meeting 
of  its  stockholders,  regularly  called  for  that  purpose,  and  held  on  the 
thirteenth  day  of  June,  1881,  and  also  of  a  resolution  of  its  Board  of 
Directors,  has  caused  this  Indenture  to  be  subscribed  in  its  name  by 
its  Vice  President  and  Assistant  Secretary,  and  the  corporate  seal  of 
the  said  Company  to  be  affixed  thereto;  and  the  party  of  the  second 
part,  for  the  purpose  of  testifying  to  its  acceptance  of  the  trust  here- 
by created,  has  also,  in  pursuance  of  a  resolution  of  its  Board  of  Di- 
rectors, caused  this  Indenture  to  be  subcribed  in  its  name  by  its 
President  and  Secretary,  and  its  corporate  seal  to  be  affixed  hereto, 
the  day  and  year  first  above  written. 

THE  INTERNATIONAL  AND  GREAT  NORTHERN 

RAILROAD  COMPANY. 
[l.  s.]  By  Thos.  \v\  Pearsall, 

Vice  President. 
Attest: 

Jacob  S.  Wetmore, 

Assistant  Secretary. 

THE   FARMERS'  LOAN  AND  TRUST  CO., 
[l.  s.]  By  R.  G.  Rolston,  President. 

Attest: 

Geo.  P.  Fitch, 
Secretary. 


3°5 

State  of  New  York, 


City  and  County  of  New  York,  r 

Be  it  remembered,  that  on  this  22d  day  of  June,  A.  D.  1881,  be- 
fore me,  John  A.  Garver,  a  Notary  Public  in  and  for  the  City,  County 
and  State  of  New  York,  duly  commissioned,  qualified,  and  acting, 
personally  appeared  Thomas  W.  Pearsall,  the  Vice  President  of  the  In- 
ternational and  Great  Northern  Railroad  Company,  and  Jacob  S.  Wet- 
more,  the  Assistant  Secretary  of  the  same  Company,  to  me  respective- 
ly personally  known  to  be  such,  who,  being  by  me  severally  duly 
sworn,  did  depose  and  say  that  he,  said  Thomas  W.  Pearsall,  resided 
in  the  City  Bnd  State  of  New  York;  that  he,  said  Jacob  S.  Wetmore, 
resided  [in]  Englewood,  New  Jersey;  that  he,  said  Thomas  W.  Pear- 
sall, was  the  Vice  President,  and  he,  said  Jacob  S.  Wetmore,  was  the 
Assistant  Secretary  of  the  said  Company;  that  they  knew  the  cor- 
porate seal  of  said  Company;  that  the  seal  affixed  to  the  foregoing 
instrument  is  such  corporate  seal;  that  it  was  so  affixed  thereto  by 
order  of  the  Board  of  Directors  of  said  Company,  and  that  they,  the 
said  Thomas  W.  Pearsall  and  Jacob  S.  Wetmore,  signed  their  names 
thereto,  by  the  like  order,  as  Vice  President  and  Assistant  Secretary 
of  said  Company,  respectively,  and  they  thereupon  acknowledged 
to  me,  respectively,  that  they  had  signed,  sealed  and  delivered  the 
said  instrument,  bearing  date  on  the  fifteenth  day  of  June,  A.  D. 
1 881,  as  for,  and  to  be,  the  free  and  voluntary  act  and  deed  of  the  In- 
ternational and  Great  Northern  Railroad  Company,  for  the  consid- 
erations, uses,  and  purposes  therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  twenty-second  day  of  June,  A.  D.  1881. 

John  A.  Garver, 
[l.  s.]  Notary  Public,  New  York  County. 


State  of  New  York,  ) 

City  and  County  of  New  York,  j 

Be  it  remembered,  that  on  this  22c!  day  of  June,  A.  D.  [881,  before 
me,  John  A.  Garver,  a  Notary  Public  in  and  for  the  City,  County 
and  State  or  New  York,  duly  commissioned,  qualified  and  acting, 
personally  appeared  R.  G.  Rolston,  the  President  of  the  Fanners' 
Loan  and  Trust  Company,  and  George  P.  Fitch,  the  Secretary 
of  the  same  Company,  to  me  respectively  personally  known  to 
be  such,  who,  being  by  me  severally  duly  sworn,  did  depose  and  say 
that  he,  said  R.  G.  Rolston,  and  he,  said  George  P.  Fitch,  resided  in 


306 

the  City  and  State  of  New  York;  that  he,  said  R.  G.  Rolston,  was  the 
President,  and  he,  said  George  P.  Fitch,  was  the  Secretary  of  the  said 
Company;  that  they  knew  the  corporate  seal  of  said  Company;  that 
the  seal  affixed  to  the  foregoing  instrument  is  such  corporate  seal;  that 
it  was  so  affixed  thereto  by  order  of  the  Board  of  Directors  of  said 
Company,  and  that  they,  the  said  R.  G.  Rolston  and  George  P.  Fitch, 
signed  their  names  thereto,  by  the  like  order,  as  President  and  Secre- 
tary of  said  Company,  respectively;  and  they  thereupon  acknowl- 
edged to  me,  respectively,  that  they  had  signed,  sealed,  and  accepted 
the  said  instrument,  bearing  date  on  the  15th  day  of  June,  A.  D. 
1881,  as  for,  and  to  be,  the  free  and  voluntary  act  and  deed  of  the 
Farmers'  Loan  and  Trust  Company,  for  the  considerations,  uses  and 
purposes  therein  expressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  twenty-second  day  of  June,  A.  D.  1881. 

John  A.  Garver, 
[l.  s.]  Notary  Public,  New  York  County. 


[The  original  of  the  foregoing  instrument  was  filed  for  record  in  the 
office  of  the  Clerk  of  the  County  Court  of  Harris  County,  Texas,  on 
the  5th  day  of  July,  1881,  and  was  recorded  on  the  following  day, 
in  said  office,  in  Records  of  Mortgages,  Book  Vol.  IX.,  on  pages  754 
to  765,  inclusive.  The  foregoing  is  an  accurate  copy  of  the  mort- 
gage as  there  recorded.] 


COLORADO  BRIDGE  COMPANY. 


MORTGAGE, 


MAY     24-,     1880. 


THIS  INDENTURE,  made  the  twenty-fourth  day  of  May,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  eighty,  between 
the  Colorado  Bridge  Company,  a  corporation  existing  under  the 
laws  of  the  State  of  Texas,  of  the  first  part,  and  the  Farmers'  Loan 
and  Trust  Company  of  the  City  of  New  York,  Trustee,  of  the  sec- 
ond part: 

Whereas,  The  said  party  of  the  first  part  is  organized  under  the 
laws  of  the  State  of  Texas  for  the  purpose  of  constructing  a  railroad 
bridge  across  the  Colorado  river,  in  the  said  State,  at  or  near  the 
city  of  Austin,  and  is  about  to  issue,  for  the  purpose  of  raising  money 
necessary  for  the  construction  of  such  bridge,  two  hundred  first  mort- 
gage bonds,  for  the  sum  of  one  thousand  dollars  each,  and  hereby  re- 
serves the  right  to  issue  twenty-five  more  of  the  same  denomination; 
all  of  which  bonds,  notwithstanding  the  same  may  be  issued  at  dif- 
ferent times,  are  equally  secured  by  these  presents,  and  are  to  be  au- 
thenticated by  a  certificate  signed  by  the  said  Trustee,  and  to  be 
substantially  in  the  following  form: 

THE    COLORADO  BRIDGE  COMPANY. 
First  Mortgage  Gold  Bond. 

No * 

Interest  at  seven  per  centum  per  annum,  payable  in  gold  semi-annually. 

Due  May  i,  1920. 
The   Colorado    Bridge   Company,   of  Texas,   for   value   received, 


3o8 

hereby  acknowledges  itself  indebted  to  the  Farmers'  Loan  and  Trust 
Company  of  the  City  of  New  York,  Trustee,  or  bearer,  in  the  sum  of 
one  thousand  dollars,  United  States  gold  coin,  which  sum  the  said 
Company  promises  to  pay,  at  its  agency  in  the  City  of  New  York,  to 
the  bearer,  unless  this  bond  is  registered,  and  if  registered,  then  to 
the  registered  holder  hereof,  in  gold  coin  of  the  United  States,  of  the 
present  standard  of  weight  and  fineness,  on  the  first  day  of  May,  in 
the  year  1920,  together  with  interest  thereon  at  the  rate  of  seven  per 
centum  per  annum  from  the  first  day  of  May,  1880,  payable  semi- 
annually, in  like  gold  coin,  on  the  first  days  of  May  and  November  in 
each  year,  upon  presentation  of  the  annexed  coupons,  as  they  several- 
ly become  due,  at  the  said  agency  of  the  Company  in  the  City  of 
New  York. 

This  bond  is  one  of  a  series  of  like  tenor  and  date,  of  which  two 
hundred  have  been  issued  in  part  payment  for  the  construction  of 
the  Company's  bridge,  and  twenty-five  other  bonds  of  like  denomina- 
tion, but  no  more,  may  be  issued  for  the  cojnpletion  thereof;  all  of 
which  are  equally  secured  by  a  mortgage  or  deed  of  trust  dated  May 
24,  1880,  executed  by  the  said  Company  to  the  Farmers'  Loan  and 
Trust  Company  of  the  City  of  New  York,  as  Trustee,  covering  the 
entire  bridge  of  the  said  Company,  together  with  all  the  appurten- 
ances, franchises  (including  the  franchise  to  be  a  corporation),  privi- 
leges and  immunities  of  the  Company,  now  owned  or  hereafter  ac- 
quired. 

Upon  default  in  the  payment  of  interest  on  this  bond  for  six 
months  after  it  becomes  payable,  the  Trustee  may  declare  the  princi- 
pal of  all  the  bonds  immediately  payable,  and  must  do  so  if  required 
by  the  holders  of  one-fourth  of  all  such  bonds. 

This  bond  may  be  registered  on  the  books  of  the  Company,  at  its 
agency  in  the  City  of  New  York,  after  which  no  transfer,  except  upon 
the  books  of  the  Company,  will  be  valid;  but  it  is  not  to  be 
deemed  registered  until  the  name  of  the  holder  is  registered  upon  the 
back  of  the  bond,  as  well  as  upon  the  books  of  the  Company.  It 
may  be  registered  in  favor  of  "bearer,"  after  which  it  will  be  trans- 
ferable by  delivery  alone,  until  again  registered  in  the  name  of  the 
holder. 

This  bond  shall  not  become  obligatory  until  the  certificate  indors- 
ed hereon  is  signed  by  the  said  Trustee  or  its  successors  in  the  trust. 

In  witness  whereof,  the  said  Colorado  Bridge  Company  has  caused 
this  bond  to  be  subscribed  by  its  President  and   Secretary,  and  its 


309 

corporate  seal  affixed  hereto,  this  first  day  of  July,  in  the  year  one 
thousand  eight  hundred  and  eighty. 

THE  COLORADO  BRIDGE  COMPANY, 

By f  President. 

,  Secretary. 

COUPON. 

The  Colorado  Bridge  Company  will  pay  to  the  bearer  at  its  agency 
in  the  City  of  New  York,  thirty-five  dollars,  in  gold  coin,  on  , 

being  six  months'  interest  due  that  day  on  its   first  mortgage   bond 
No. . 

trustees'    certificate. 

This  is  to  certify,  that  the  Colorado  Bridge  Company  has  executed 
to  the  Farmers'  Loan  and  Trust  Company  a  mortgage  or  deed  of 
trust,  as  described  in  the  within  bond,  and  that  no  more  of  such 
bonds  have  been  certified  to  by  the  Trustee  than  are  authorized  by 
said  deed  of  trust,  and  that  the  same  has  been  duly  recorded. 


Trustee. 

Now,  therefore,  this  Indenture  WITNESSETH: 

That  the  said  Colorado  Bridge  Company,  in  order  to  secure  the 
payment  of  the  said  bonds  and  interest  thereon,  and  in  consideration 
of  the  sum  of  dollar  to  it  paid  by  the  party  of  the  second  part,  the  re- 
ceipt whereof  is  hereby  acknowledged,  has  granted,  bargained,  sold, 
transferred  and  conveyed,  and  does  hereby  grant,  bargain,  sell,  trans 
fer  and  convey,  unto  the  said  party  of  the  second  part,  and  to  its 
successor  or  successors  in  this  trust,  and  his  or  their  heirs  and  as- 
signs, in  trust,  as  hereinafter  mentioned,  all  and  singular  the  bridge 
of  the  said  party  of  the  first  part,  as  the  same  may  now  or  hereafter 
be  constructed  across  the  Colorado  river,  in  the  State  ol  Texas,  at 
or  near  the  city  of  Austin,  including  the  approaches  to  such  bridge 
upon  either  side  of  said  river,  together  with  all  real  estate,  lands, 
tenements  and  appurtenances  thereto,  now  belonging  to  or  hereafter 
to  be  acquired  by  the  party  of  the  first  part,  and  also  all  and  singular 
the   rights,  privileges,  immunities  and  franchises  of  the  party  of  the 


3io 

first  part,  now  held  or  hereafter  to  be  acquired  (including  the  fran- 
chise to  be  a  corporation),  and  all  the  tolls,  fares,  freights,  rents, 
income,  issues  and  profits  thereof,  and  all  the  reversion  and  rever- 
sions, remainder  and  remainders  thereof,  in  trust,  however,  for  the 
uses  and  purposes  hereinafter  mentioned. 

To  have  and  to  hold  the  said  property,  premises,  things,  rights, 
privileges,  immunities  and  franchises  hereby  conveyed,  or  intended 
so  to  be,  unto  the  said  party  of  the  second  part,  and  to  its  succes- 
sor or  successors,  and  his  or  their  heirs  and  assigns,  in  trust,  for  the 
owners  and  holders  of  the  said  bonds,  or  any  of  them,  subject  to 
the  terms  and  stipulations  of  the  said  bonds  and  of  the  coupons 
thereto  attached,  and  subject  also  to  the  possession,  control  and 
management  of  the  Directors  of  the  party  of  the  first  part,  its  suc- 
cessors and  assigns,  so  long  as  it  or  they  shall  well  and  truly  perform 
all  and  singular  the  stipulations  of  the  said  bonds  and  the  covenants 

of  this  Indenture. 

• 

That  in  case  the  party  of  the  first  part,  its  successors  or  assigns, 
shall  fail  to  pay  the  interest  on  any  of  the  said  bonds,  at  any  time 
when  the  same  may  become  due  and  payable,  according  to  the  tenor 
thereof,  and  shall  continue  in  such  default  for  six  months  after  such 
payment  has  been  demanded,  at  its  or  their  agency  in  the  City  of 
New  York,  then,  and  thereupon,  the  principal  of  all  the  bonds  here- 
by secured  shall  be  and  become  immediately  due  and  payable,  pro- 
vided the  Trustee  under  this  mortgage  gives  written  notice  to  the 
party  of  the  first  part,  its  successors  or  assigns,  of  its  option  to  that 
effect,  while  such  default  continues,  which  notice  it  shall  be  bound 
to  give  if  required  in  writing  to  do  so  by  the  holders  of  twenty-five 
per  centum  of  said  bonds  then  outstanding;  and  that  in  such  case, 
or  upon  the  principal  of  said  bonds  becoming  in  any  other  way  due 
and  payable,  and  remaining  unpaid,  in  whole  or  in  part,  after  demand 
thereof,  the  said  Trustee  may,  in  its  discretion,  and  shall,  upon  the 
request  of  the  holders  of  fifty  per  centum  of  said  bonds  then  out- 
standing, take,  with  or  without  entry  or  foreclosure,  actual  possession 
of  said  bridge,  and  of  all  and  singular  the  property,  things  and  ef- 
fects hereby  conveyed,  and  personally,  or  by  attorney,  manage  and 
operate  the  same,  and  receive  all  the  tolls,  rents,  income  and  profits 
thereof,  until  such  time  as  the  said  bonds  and  interest  thereon  are 
fully  paid  or  satisfied,  and  shall  apply  the  money  so  received  by  it, 
first,  to  the  expenses  of  the  trust  hereby  created,  and  the  manage- 
ment of  the  said  bridge  and  its  appurtenances  and   the  needful   re- 


3" 

pairs  thereof;  next,  to  the  payment  of  interest  overdue  upon  the  said 
bonds  and  interest  upon  delayed  interest,  and  afterwards  to  the  pay- 
ment of  the  principal  of  said  bonds.  And  the  ,  said  Trustee,  upon 
becoming  entitled  to  take  possession  of  the  bridge  and  property 
aforesaid,  may,  in  its  discretion,  and  shall,  on  the  written  request  of 
the  holders  of  at  least  one-half  of  the  bonds  then  upaid  and  out- 
standing, cause  the  said  premises  so  mortgaged  to  be  sold,  either  as 
an  entirety  or  in  such  parcels  as  it  shall  deem  necessary  or  proper, 
having  due  regard  to  the  interests  of  all  parties,  to  the  highest  bidder 
at  public  auction,  in  the  city  of  Austin,  giving  at  least  sixty  days' 
notice  of  the  time,  place  and  terms  of  such  sale,  and  of  the  specific 
property  to  be  sold,  and  whether  the  same  will  be  sold  as  an  entirety 
or  in  parcels,  by  publishing  such  notice  in  one  or  more  newspapers 
in  said  city  of  Austin,  and  also  in  the  City  of  York,  once  in  each 
week  during  the  said  term  of  sixty  days,  and  that  upon  receiving  the 
purchase  money  therefor,  the  said  Trustee  shall  execute  to  the  pur- 
chaser or  purchasers  thereof  a  good  and  sufficient  deed  of  convey- 
ance in  fee  simple,  which  sale  and  conveyance  shall  forever  be  a  bar 
against  the  party  of  the  first  part,  its  successors  and  assigns,  and  all 
persons  claiming  under  them,  of  all  right,  estate,  interest  or  claim  in 
or  to  the  premises,  property,  things,  franchises,  privileges  and  im- 
munities so  sold,,  or  any  part  thereof,  whether  the  said  Trustee  is  in 
possession  thereof  or  not;  and  the  receipt  of  said  Trustee  shall  be  a 
full  and  sufficient  discharge  to  such  purchasers;  and  no  purchaser 
holding  such  receipt  shall  be  liable  for  the  proper  application  of  the 
purchase  money,  or  in  any  way  bound  to  see  that  the  same  is  applied 
to  the  uses  of  this  trust,  or  in  any  manner  answerable  for  its  loss  or 
misapplication,  or  bound  to  inquire  into  the  authority  for  making 
such  sale.  And  such  sale,  to  a  purchaser  in  good  faith,  shall  be  valid, 
whether  said  notice  is  given  or  not,  and  whether  default  in  payment 
has  been  made  or  not. 

That  the  Trustee  under  this  mortgage  shall,  after  deducting  from 
the  proceeds  of  such  sale  the  costs  and  expenses  thereof,  and  of  the 
execution  of  this  trust,  and  all  payments  for  taxes,  assessments  and 
counsel  fees,  and  its  own  reasonable  compensation,  apply  so  much 
of  the  proceeds  as  may  be  necessary  to  the  payment  of  the  principal 
and  interest  remaining  unpaid  upon  the  said  bonds  and  coupons, 
together  with  interest  upon  overdue  interest  down  to  the  time  of  sale, 
without  giving  preference  to  either  principal  or  interest;  it  being  the 
intention  of  this  Indenture  that,  so  long  as  the  bridge  and  its  ap- 
purtenances shall  be  managed  by  the  Trustee,  or  a  receiver,  as  a  go- 


312 

ing  concern,  the  income  shall  be  applied  to  the  payment  of  interest 
in  preference  to  the  principal,  but  that  after  a  sale  of  the  bridge  and 
its  appurtenances  no  such  preference  shall  be  made  in  the  distribu- 
tion of  the  proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  Trustee, 
or  under  decree  of  the  Court,  the  holders  of  the  bonds  hereby  se- 
cured, or  any  of  them,  or  the  said  Trustee  on  behalf  of  all  the  bond- 
holders, shall  have  a  right  to  purchase  upon  equal  terms  with  other 
persons,  and  the  bonds  secured  by  this  mortgage  shall  be  receivable 
at  such  sale  as  cash,  for  the  amount  of  cash  which  would  be  payable 
on  such  bonds  out  of  the  proceeds  of  such  sale. 

That  in  case  the  bonds  hereinbefore  mentioned  and  hereby  secured 
are  guaranteed  or  indorsed  by  any  railroad  company,  at  the  request 
or  with  the  consent  in  writing  of  the  party  of  the  first  part,  such 
guarantor  or  indorser  shall  have  the  same  right  to  require  the  Trus- 
tee to  take  possession  of  the  bridge,  property,  things  and  effects 
hereby  conveyed,  as  is  hereinbefore  given  to  the  holders  of  said  bonds. 

That  it  is  hereby  expressly  agreed  that  in  no  case  shall  any  claim, 
benefit  or  advantage  be  taken  by  the  party  of  the  first  part,  its  suc- 
cessors or  assigns,  of  any  valuation,  appraisement,  extension  or  relief 
laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  that  nothing 
herein  contained  shall  be  construed  as  limiting  the  right  of  the  said 
Trustee  to  apply  to  the  Courts  for  judgment  or  decree  of  foreclosure 
and  sale  under  this  indenture,  or  for  the  usual  relief  in  the  course  of 
such  proceedings;  and  the  said  Trustee  may,  in  its  discretion,  apply 
to  any  competent  Court  for  relief  by  way  of  foreclosure  or  otherwise, 
if  so  advised  by  counsel,  instead  of  taking  possession  of  or  selling 
the  said  property  when  required  to  do  so  by  bondholders. 

That  the  party  of  the  first  part,  its  successors  and  assigns,  hereby 
covenant  and  agree  with  the  party  of  the  second  part  and  its 
successors  in  the  trust,  that  the  proceeds  of  the  bonds  to  be  issued 
as  hereinbefore  mentioned,  shall  be  applied  in  good  faith  to  the  con- 
struction or  purchase  of  the  said  bridge  and  the  lands  and  appurten- 
ances necessary  therefor. 

That  the  party  of  the  first  part  shall  and  will  pay  to  the  Trustee 
under  this  mortgage  annually,  on  the  first  day  of  May  in  each  and 
every  year,  the  sum  of  two  thousand  dollars  toward  a  sinking  fund 
to  be  created  and  held  by  the  said  Trustee  for  the  purpose  of  extin- 
guishing all  the  bonds  issued  under  this  mortgage;  and  the  said  Trus- 


313 

tee  shall  purchase  in  the  open  market,  with  the  money  thus  paid  as  a 
sinking  fund,  any  bonds  issued  under  this  mortgage  which  can  be 
purchased  at  or  less  than  no  per  centum,  and  may  purchase  any  such 
bonds  at  the  market  price,  in  all  cases  purchasing  the  same  at  the 
lowest  price  at  which  the  same  can  be  obtained;  and  in  case  none  of 
the  bonds  issued  under  this  mortgage  can  be  obtained  at  or  below 
the  said  price  of  no  per  centum,  and  it  is  not  deemed  expedient  by 
the  said  Trustee  to  purchase  them  at  a  higher  price,  then  the  said 
Trustee  shall  invest  the  moneys  paid  into  the  said  sinking  fund  in 
such  first  class  securities  as  shall  produce  an  interest  of  not  less  than 
four  per  centum,  payable  semi-annually;  and  shall,  from  time  to  time, 
invest  the  principal  and  interest  of  such  sinking  fund,  and  the  pro- 
ceeds of  the  securities  in  which  the  same  may  be  invested,  in  other 
bonds  issued  under  this  mortgage,  canceling  and  extinguishing  the 
same  as  fast  as  such  bonds  are  so  purchased,  and  shall  report  to  the 
Directors  of  the  party  of  the  first  part,  from  time  to  time,  the  num- 
bers and  amounts  of  bonds  under  this  mortgage  so  purchased  by  it 
for  extinguishment,  in  order  that  a  record  thereof  may  be  kept  by 
the  party  of  the  first  part.  And  the  sinking  fund  thus  created  shall 
be  strictly  and  exclusively  applied  to  the  payment,  satisfaction,  and 
extinguishment  of  the  bonds  under  this  mortgage,  either  before  or  at 
their  maturity.  And  every  bond  purchased  by  said  Trustee  for  the 
said  sinking  fund  shall  be  deemed  to  be  paid  and  extinguished  by  the 
fact  of  such  purchase. 

That  the  party  of  the  first  part  shall  and  will  pay  to  the  Trustee 
under  this  mortgage  annually,  on  the  first  day  of  November  in 
each  and  every  year,  the  sum  of  one  thousand  dollars  toward  a  guar- 
anty fund  to  be  created  and  held  by  the  said  Trustee,  for  the  purpose 
of  rebuilding  and  repairing  the  said  bridge;  and  the  said  Trustee 
shall  invest  the  moneys  thus  paid  in  like  manner  as  is  hereinbefore 
provided  with  respect  to  the  sinking  fund,  except  that  no  bonds  is- 
sued under  this  mortgage  and  purchased  for  account  of  such  guaranty 
fund,  shall  be  canceled  and  extinguished,  but  the  same  shall  be  held 
by  the  said  Trustee,  and  the  interest  thereon  collected  for  the  bene 
fit  of  such  guaranty  fund,  and  such  interest  reinvested,  from  time  to 
time,  in  other  bonds  issued  under  this  mortgage,  in  like  manner  as  is 
done  with  the  original  payments  into  such  fund.  And  in  case  of  any 
injury  to  the  said  bridge,  which  shall  seriously  diminish  its  value  as 
a  security  to  the  holders  of  bonds  under  this  mortgagi  .  and  such  in 
jury  is  not  repaired  within  a  reasonable  time  by  the  party  of  the  first 
part,  its  successors  and  assigns,  after  due  notice  given  to  it   or    them 


3H 

by  the  said  Trustee,  such  Trustee  may  cause  such  injuries  to  be  re- 
paired, and  may  for  this  purpose  apply  any  part  of  the  said  guaranty 
fund  in  his  hands  to  payment  for  such  repairs,  and  may  also  for  such 
purpose  reissue  any  of  the  bonds  issued  under  this  mortgage  and 
held  by  the  Trustee  lor  account  of  such  guaranty  fund;  but  when, 
and  so  often  as  such  guaranty  fund  amounts  to  more  than  thirty 
thousand  dollars  (reckoning  all  bonds  issued  under  this  mortgage  at 
their  par  value,  and  other  securities  held  therefor  at  their  actual  mar- 
ket value),  the  excess  over  such  amount  shall  be  applied  within  the 
next  six  months  to  the*  said  sinking  fund,  unless  during  such  period 
of  six  months  the  said  bridge  shall  have  suffered  some  serious  injury 
which  shall  make  it  reasonably  probable  that  a  larger  amount  than 
the  said  sum  of  thirty  thousand  dollars  will  be  required  for  its  re- 
pair, in  which  case  the  said  surplus  in  the  said  guaranty  fund  shall 
be  held  for  account  of  that  fund  until  such  injuries  have  been  re- 
paired, and  may  be  applied,  if  necessary,  for  that  purpose. 

That  the  party  of  the  first  part  shall  and  will  keep  the  said  bridge 
and  its  approaches  in  good  condition  and  repair,  and,  in  case  of  the 
dilapidation  or  destruction  of  any  part  thereof  from  any  causes  what- 
ever, it  shall  rebuild  or  restore  the  same,  or  shall  construct  another 
bridge  equally  good  and  serviceable,  across  the  same  river  at  another 
point,  connecting  with  the  main  line  of  the  International  and  Great 
Northern  Railroad,  and  secure  the  bonds  issued  under  this  mortgage 
as  a  first  lien  upon  such  new  bridge.  And  in  case  of  the  failure  of 
the  party  of  the  first  part  to  repair,  rebuild  or  restore,  in  the  manner 
herein  prescribed,  within  a  reasonable  time  after  written  notice  so  to 
do  has  been  served  by  the  Trustee  under  this  mortgage  upon  any 
director  or  chief  executive  officer  of  the  party  of  the  first  part  (such 
reasonable  time  to  be  not  less  than  one  nor  more  than  six  months), 
the  said  Trustee  may,  at  its  option,  declare  the  whole  principal  sum 
secured  by  the  said  bonds  to  be  presently  due  and  payable,  and  may 
proceed  as  in  case  of  a  default  of  payment  upon  the  maturity  of 
such  bonds. 

That  the  party  of  the  first  part,  its  successors  and  assigns,  further 
covenant  and  agree  with  the  party  of  the  second  part  and  its  succes- 
sors in  the  trust,  to  make,  execute  and  deliver  all  such  further  deeds, 
instruments  and  assurances  as  may  from  time  to  time  be  necessary, 
and  as  the  party  of  the  second  part,  or  its  successors  in  the  trust, 
may  be  advised  by  counsel  learned  in  the  law  to  be  necessary,  for 
the  better  securing  to  the  party  of  the  second  part,  and  its  successors 


3i5 

in  the  trust,  the  premises  hereby  conveyed,  and  for  carrying  out  the 
objects  and  purposes  of  this  Indenture. 

That  the  party  of  the  second  part,  and  its  successors  in  the  trust, 
may,  upon  the  written  request  of  the  party  of  the  first  part,  its  suc- 
cessors or  assigns,  convey  or  release  any  lands  which  it  or  they  may 
cease  to  use  for  its  corporate  purposes,  by  reason  of  any  change  of 
location  of  its  said  bridge,  or  any  of  the  appurtenances  thereof,  pro- 
vided that,  at  the  same  time,  such  instruments  shall  be  executed  as 
will  cause  the  lien  of  this  mortgage  to  attach  to  all  lands,  tene- 
ments and  hereditaments  taken  and  used  by  the  party  of  the  first 
part,  its  successors  or  assigns,  in  place  of  the  lands  disused  as  afore- 
said; and  that  in  case  of  the  sale  of  any  such  lands,  without  exchang- 
ing them  for  other  lands,  the  proceeds  of  such  sale  shall  be  paid  to 
the  Trustee  under  this  mortgage,  and  be  by  it  applied  to  the  purchase 
of  bonds  secured  by  this  mortgage,  which  bonds,  when  so  purchased, 
shall  be  canceled,  and  a  certificate  of  the  respective  numbers  and 
amounts  of  the  bonds  so  canceled  shall  be  immediately  furnished  by 
the  Trustee  to  the  party  of  the  first  part,  its  successors  or  assigns. 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  party  of  the 
second  part  shall  be  void,  and  the  right  to  all  the  real  and  personal 
property  hereby  granted  and  conveyed,  shall  revert  to  and  revest  in 
the  party  of  the  first  part,  its  successors  or  assigns,  in  law  and  in 
equity,  without  any  acknowledgement  of  satisfaction,  reconveyance, 
surrender,  re-entry  or  other  act. 

That  the  party  of  the  second  part,  or  any  of  its  successors,  may 
resign  this  trust,  and  shall  be  discharged  from  all  liability  i>s  Trus- 
tee, thereafter  accruing,  upon  delivering  such  resignation  in  writing, 
duly  subscribed  and  acknowledged,  to  the  President  or  Secretary  of 
the  party  of  the  first  part,  its  successors  or  assigns,  or  the  person 
acting  for  the  time  being  as  such. 

That  the  word  "  trustee,"  wherever  used  in  this  instrument,  shall 
be  construed  to  mean  the  trustees  or  sole  trustee  under  this  mort 
gage,  for  the  time  being,  whether  original  or  substituted,  and.  when 
ever  a  vacancy  exists,  to  mean  the  surviving  or  remaining  trustee, 
who  shall,  during  such  vacancy,  possess  all  the  rights  and  privileges, 
and  be  competent  to  exercise  all  the  powers  hereby  granted  to  or 
conferred  upon  the  parties  of  the  second  part. 

In  witness  whereof,  the  parties  hereto,  in  pursuance  of  resolutions 


316 

of  their  Boards  of  Directors,  have  caused  this  Indenture  to  be  sub- 
scribed in  their  names  by  their  Presidents  and  Secretaries,  respective- 
ly, and  the  corporate  seals  of  said  companies  to  be  affixed  thereto 
the  day  and  year  first  above  written. 

COLORADO  BRIDGE  COMPANY, 
[l.  s.]  By  George  J.  Forrest, 

President. 
Attest: 

Philip  H.  Fraser, 

Secretary. 

THE  FARMERS'  LOAN  AND  TRUST  COMPANY, 
[l.  s.]  By  R.  G.  Rolston, 

President. 

Attest: 

W.  D.  Searls, 

Assistant  Secretary. 


State  of  New  York, 
City  and  County  of  New  York,  ' 

Be  it  remembered,  that  on  this  16th  day  of  June,  A.  D.  1880,  be- 
fore me,  John  A.  Garver,  a  Notary  Public  in  and  for  the  City,  County 
and  State  of  New  York,  duly  commissioned,  qualified,  and  acting, 
personally  appeared  George  J.  Forrest,  the  President  of  the  Colorado 
Bridge  Company,  and  Philip  H.  Fraser,  the  Secretary  of  the  same 
Company,  to  me  respectively  personally  known  to  be  such,  who,  being 
by  me  severally  duly  sworn,  did  depose  and  say  that  he,  said  George 
J.  Forrest,  resided  in  the  City  and  State  of  New  York;  that  he,  said 
Philip  H.  Frazer,  resided  in  Elizabeth,  New  Jersey;  that  he,  said 
George  J.  Forrest,  was  the  President,  and  he,  said  Philip  H.  Fraser, 
was  the  Secretary  of  the  said  Company;  that  they  know  the  cor- 
porate seal  of  said  Company;  that  the  seal  affixed  to  the  foregoing 
instrument  is  such  corporate  seal;  that  it  was  so  affixed  thereto  by 
order  of  the  Board  of  Directors  of  said  Company,  and  that  they,  the 
said  George  J.  Forrest  and  Philip  H.  Fraser,  signed  their  names 
thereto,  by  the  like  order,  as  President  and  Secretary  of  said  Com- 
pany,  respectively,  and  they    thereupon  acknowledged   to    me,   re- 


3i/ 

spectively,  that  they  had  signed,  sealed  and  delivered  the  said  in- 
strument, bearing  date  on  the  24th  day  of  May.  A.  I).  1SS0,  as  for, 
and  to  be,  the  free  and  voluntary  act  and  deed  of  the  Colorado  Bridge 
Company,  for  the  considerations,  uses,  and  purposes  therein  ex- 
pressed. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  16th  day  of  June,  A.  D.  1880. 

John  A.  Garver, 
[l-  s.]  Notary  Public,  N.  Y.  Co. 


State  of  New  York, 
City  and   County  of  New  York,  \      ' 

Be  it  remembered,  that  on  this  eighteenth  day  of  June,  A.  1).  18S0, 
before  me,  Ludwig  R.  Miller,  a  Notary  Public  in  and  for  the  City, 
County  and  State  or  New  York,  duly  commissioned,  qualified  and 
acting,  personally  appeared  R.  G.  Rolston,  the  President  of  the 
Farmers'  Loan  and  Trust  Company,  and  W.  D.  Searls,  the  Assistant 
Secretary  of  the  same  Company,  to  me  respectively  personally  known 
to  be  such,  who,  being  by  me  severaHy  duly  sworn,  did  depose  and 
say  that  he,  said  R.  G.  Rolston,  and  he,  said  W.  D.  Searls.  resided  in 
the  City  and  State  of  New  York;  that  he,  said  R.  ('..  Rolston,  was  the 
President,  and  he,  said  W.  D.  Searls.  was  the  Assistant  Secretary  of 
the  said  Company;  that  they  know  the  corporate  seal  of  said  Com- 
pany; that  the  seal  affixed  to  the  foregoing  instrument  is  such  corpor- 
ate seal;  that  it  was  so  affixed  thereto  by  order  of  the  Board  of  di- 
rectors of  said  Company,  and  that  they,  the  said  R.  G.  Rolston  and 
W.  1).  Searls,  signed  their  names  thereto,  b)  the  like  order,  as  Presi- 
dent and  Assistant  Secretary  of  said  Company,  respectively;  and 
they  thereupon  acknowledged  to  me,  respectively,  that  they  had 
signed,  sealed,  and  accepted  the  said  instrument,  bearing  date  on  the 
twenty-fourth  day  ol  May,  A.  D.  [880,  as  lor.  and  to  be,  the  free  and 
voluntary  act  and  i\cvA  ol'  the  Farmers'  Roan  and  Trust  Company, 
for  the  considerations,  uses  and  purposes  therein  expressed. 

In  witness  whereof.  I  have  hereunto  set  ray  hand  and  affixed  my 
official  seal  this  eighteenth  day  ol  June.  A.  1).   [880. 

Ludwig  R.  Mil  1  1  r, 
[l.  s.l  Notary  Public, 

Appointed  from  Kings  County,  New  York. 


3i8 

[The  original  of  the  foregoing  instrument  was  filed  for  record  in  the 
office  of  the  County  Clerk  of  Travis  County,  Texas,  on  the  second 
day  of  July,  1880,  and  was  recorded  in  said  office  on  the  following 
day,  in  Book  47,  Records  of  Deeds,  on  pages  296  to  306,  inclusive. 
The  foregoing  is  an  accurate  copy  of  the  instrument  as  there  re- 
corded.] 


THE  GALVESTON,  HOUSTON  AND  HENDERSON 

RAILROAD   COMPANY. 


CHARTER. 


The  Galveston,  Houston  and  Henderson  Railroad 
Company  was  incorporated  by  an  act  of  the  Legislature 
of  the  State  of  Texas,  approved  February  7,  1853,  and 
was  vested  with  the  right  of  constructing,  owning  and 
maintaining  a  railway,  commencing  at  the  city  of  Gal- 
veston, crossing  Galveston  Bay,  so  as  not  to  obstruct  or 
unreasonably  impede  the  navigation  of  the  same,  and 
thence  running  by  such  course  and  to  such  point  at  the 
city  of  Houston  as  said  Company  shall  deem  most  suit- 
able; thence,  by  the  most  suitable  and  direct  line,  to 
Henderson,  in  Rusk  county;  and  with  the  further  privi- 
lege of  making,  owning  and  maintaining  such  branches 
of  such  railway  as  they  might  deem  most  expedient.  In 
the  charter  it  was  provided  that  if  the  railway  was  not 
commenced  within  twelve  months  from  the  first  day  of 
May,  1853,  and  at  least  forty  miles  were  not  in  running 
order  within  three  years  after  its  co  nmencement,  the 
charter  should  be  null  and  void.  It  was  also  provided 
that  the  act  of  incorporation  should  expire  in  ninety 
years  unless  it  should  be  renewed  or  extended.  It  was 
further  provided  that  the  Company  should  be  subjecl  to 
the  provisions  of  any  general  laws  not  inconsistent  with 


320 

the  terms  of  its  charter,  which  might  be  enacted  by  the 
State,  regulating  railroad  companies. 

On  January  10,  1854,  the  Legislature  of  Texas  passed 
an  act  supplementary  to  the  original  charter,  granting  to 
said  Company  eight  sections  of  land  of  640  acres  each, 
for  each  and  every  mile  of  railway  completed  and  ready 
for  use.  In  this  act  the  Company  was  further  authorized 
and  empowered  to  extend  said  railway  from  the  town  of 
Henderson,  in  Rusk  county,  by  such  course  and  in  such 
direction  as  the  Company  might  deem  proper,  in  order 
to  connect  with  the  Pacific  or  any  other  railway  east  of 
the  Trinity  river. 

On  23d  January,  1856,  the  Legislature  of  Texas  passed 
another  act  to  amend  said  act  passed  January  10,  1854, 
By  this  last  act  the  Company  was  authorized  and  em- 
powered to  extend  its  railway  from  the  town  of  Hender- 
son, in  Rusk  county,  so  as  to  connect  with  any  railway 
at  or  near  Fulton,  on  the  eastern  boundary  of  the  State 
of  Texas,  and  provided  that  the  Company  should  have 
six  months  after  the  30th  January,  1856,  to  complete  the 
first  twenty-five  miles  of  their  road,  contemplated  by 
their  charter,  in  order  to  entitle  them  to  the  rights,  ben- 
efits and  privileges  granted  by  the  general  law  granting 
donations  to  railroad  companies;  and  further  providing, 
that  by  accepting  the  benefits  of  this  act,  the  Company 
should  have  no  branching  privileges  except  such  as  are 
expressly  granted  by  the  provisions  of  its  charter,  to 
certain  points,  and  should  be  required  to  expend  only 
so  much  of  its  capital  stock  upon  any  branch,  as  should 
be  expressly  subscribed  to  such  branch,  and  should  not 
expend  upon  its  trunk  any  money  subscribed  to  any 
branch,  and  should  be  required  to  complete  its  main 
trunk  to  the  point  contemplated  in  its  charter,  before 
completing  any  branch  road.      It  further  provided  that 


the  general  law  to  regulate  railroad  companies,  approved 
February  7,  1853,  should  apply  to  this  Company. 

On  July  24,  1856,  the  Legislature  passed  another  act 
supplementary  and  amendatory  to  the  act  of  23d  Janu- 
ary, 1856,  by  which  it  was  provided  that  if  the  Galves- 
ton, Houston  and  Henderson  Railroad  Company  should 
complete  twenty-five  miles  of  its  road  and  have  the 
same  in  running  order  on  or  before  the  first  day  of 
May,  1857,  it  should  be  entitled  to  receive  from  the  State 
sixteen  sections  of  land  per  mile  therefor,  under  the  pro- 
visions of  the  law  of  January  30,  1854;  and  in  this  act  it 
was  further  provided  that  the  Company  should  be  allow- 
ed until  the  first  day  of  November,  1857,  to  complete 
forty  miles  of  its  road,  in  order  to  save  its  charter  from 
forfeiture.  In  this  act  it  was  further  provided  that  the 
privileges  granted  were  upon  the  following  terms  and 
conditions:  that  the  Company  abandon  all  claims  or 
right  to  land  from  the  State  under  its  charter  or  any 
other  law  of  this  State,  except  the  said  act  of  January 
30,  1854,  and  other  provisions  relating  to  the  establish- 
ment of  its  principal  offices  and  residence  of  its  directors. 

Bonded    Debts. 

On  first  December,  1853,  the  Company  made  an  issue 
of  bonds  (its  first  issue)  consisting  of  fifteen  hundred 
bonds  each  for  one  thousand  pounds  sterling,  payable 
in  London  at  the  expiration  of  ten  years,  with  interest 
at  the  rate  of  six  per  cent,  per  annum.  To  secure  these 
bonds  the  Company  executed  a  deed  of  trust  or  mort- 
gage to  trustees,  upon  its  railroad  constructed  and  to  In- 
constructed  from  Galveston  to  Houston,  ami  its  privi- 
leges, rights  and  real  estate  owned  or  that  should  there- 
after be  owned  by  the  Company  in  connection  with  its 
said  railroad. 


322 

On  the  first  of  June,  1855,  a  second  issue  of  bonds 
was  made  by  the  Company,  to  the  amount  of  $750,000, 
payable  in  ten  years,  with  interest  at  ten  per  cent,  per  an- 
num, convertible,  after  three  years,  into  stock  of  the 
Company,  and  secured  by  a  second  mortgage  of  similar 
import  to  the  first,  except  that  it  conveyed,  in  addition 
to  what  was  conveyed  by  the  first  mortgage,  all  the 
lands  which  shall  or  may  belong  to  said  Company  by 
virtue  of  any  act  of  the  Legislature  of  the  State  of  Texas 
in  connection  with  said  road  from  Galveston  to  Houston. 
This  mortgage  contained  a  declaration  that  it  was  "to 
take  the  place  of"  the  former  one,  which  was  for  an 
equivalent  sum  in  sterling  money. 

On  8th  October,  1857,  a  third  issue  of  bonds  was 
made  to  the  amount  of  $2,625,000,  in  one  hundred  dol- 
lar bonds,  payable  in  1879,  with  interest  at  eight  per 
cent,  per  annum;  and  these  bonds  were  secured  by  a 
third  mortgage  to  the  same  trustees  as  the  last,  and  on 
the  same  property  as  the  second  mortgage,  except  that 
it  purports  to  cover  the  railroad  from  Galveston  for  a 
distance  of  seventy-five  miles.  This  mortgage  declared 
that  it  was  executed  in  part  to  take  the  place  of  the  pre- 
ceding one,  particulars  being  stated. 

The  trustees  named  in  the  first  mortgage  were  Wil- 
liam Kent,  of  New  York,  and  certain  London  bankers; 
these  last,  however,  refused  to  accept  the  trust.  The 
trustees  under  the  two  later  mortgages  were  Kent,  of 
New  York,  (already  named),  and  C.  B.  Haddock,  of  the 
same  State. 

On  the  2 1  st  May,  1859,  the  Company  executed  to  P. 
C.  Tucker,  as  trustee  for  Robert  Pulsford,  a  fourth  deed 
of  trust,  to  secure  the  payment  of  ninety-six  hundred 
pounds  sterling  previously  lent  to  the  Company  by  Puls- 
ford on  a  number  of  bonds  of  the  third  issue,  together 


with  other  securities  delivered  to  him,  and  ten  thousand 
pounds  advanced  at  the  time  of  the  execution  of  the 
deed.  This  deed  covered  the  same  property  which  was 
covered  by  the  other  trust  deeds. 

Other  Debts. 

The  road  from  Galveston  to  Houston  was  completed 
in  the  year  1859. 

There  were  a  large  number  of  judgments  rendered  in 
the  District  Courts  of  the  State  for  Harris  and  Galves- 
ton counties,  against  the  Company,  amounting  in  all  to 
nearly  $120,000;  and  under  executions  issued  on  these 
judgments,  on  6th  March,  i860,  the  road-bed,  track, 
franchises,  chartered  rights  and  privileges  of  the  Com- 
pany, and  the  rolling  stock  thereof,  were  sold  by  the 
sheriff  of  Galveston  county  to  Benjamin  F.  Terry,  and 
the  property  was  bid  off  for  $28,000.  Terry  and  his  as- 
sociates, immediately  after  the  purchase,  organized  them- 
selves into  a  new  company,  and  asserted  themselves,  by 
virtue  of  the  sheriff's  sales  and  the  laws  of  Texas,  to  be 
invested  with  the  charter  rights  and  privileges,  and  or- 
ganized themselves  as  such.  This  new  organization  took 
possession  of  the  railroad  and  all  its  works  and  property, 
and  began  to  operate  it. 

The  Galveston  and  Houston  Junction  Railroad 

Company. 
Terry  and  his  associates  procured  a  charter  from  the 
Legislature  of  Texas  on  8th  April,  1861,  by  which  they 
were  incorporated  as  the  Galveston  and  Houston  Junc- 
tion Railroad  Company,  and  were  authorized  to  con- 
struct and  operate  a  railroad  to  connect  the  Galveston, 
Houston  and  Henderson  Railroad  with  the  Houston  and 
Texas  Central  Railway.  This  road  was  constructed 
under  this  charter,  and  was  less  than  two  miles  in  length. 


324 

On  1 2th  February,  1867,  N.  A.  Cowdrey  and  others, 
citizens  of  New  York,  filed  in  the  Circuit  Court  of  the 
United  States  for  the  Eastern  District  of  Texas,  a  bill 
against  the  Galveston,  Houston  and  Henderson  Railroad 
Company,  another  company  of  the  same  name  (the  suc- 
cessor company  of  the  one  just  mentioned),  the  Galves- 
ton and  Houston  Junction  Railroad  Company,  and  indi- 
viduals who  were  claiming  to  be  directors  and  stock- 
holders in  said  Company,  asking  judgment  for  the  fore- 
closure and  sale  of  the  railroad  of  the  Galveston,  Hous- 
ton and  Henderson  Railroad  Company,  and  all  its 
property,  to  pay,  in  due  order,  the  several  outstanding 
bonds  issued  under  its  first  and  second  mortgages.  The 
bill  was  filed  on  behalf,  not  only  of  the  complainants, 
(who  allege  that  they  were  large  holders  of  the  said 
bonds),  but  of  all  other  holders  who  might  come  in  and 
contribute  to  the  costs  and  expenses  of  the  suit.  It  was 
alleged  in  the  bill  that  Kent  and  Haddock,  the  trustees, 
were  dead. 

At  the  May  term,  1870,  the  Circuit  Court  made  a  de- 
cree, amounting,  in  effect,  to  a  foreclosure  of  the  first 
three  mortgages,  for  a  sum  then  found  to  be  due,  in  the 
aggregate  five  millions  two  hundred  and  sixty-three 
thousand  and  thirty-nine  dollars,  fixing  their  priorities 
and  subjecting  to  their  lien  the  whole  of  the  road  from 
Galveston  to  Houston,  with  the  original  rolling-  stock 
and  equipments.  The  decree  refused  any  remedy  by 
account,  or  an  enforcement  of  the  lien  against  any  prop- 
erty acquired  and  used  in  connection  with  the  railroad 
since  May  6,  i860,  the  date,  when  the  road-bed,  fran- 
chises, etc.,  were  sold  by  the  sheriff.  The  cross  bill  of 
Pulsford,  for  a  superior  equity,  was  dismissed.  This  de- 
cree was  affirmed  by  the  Supreme  Court  of  the  United 
States,  at  the  December  term,  1870.      By  virtue  of  the 


order  of  sale  issued  by  the  said  Circuit  Court,  the  road- 
bed, track,  franchises,  chartered  rights,  and  rolling  stock 
of  the  Company  were  sold  under  said  decree  and  pur- 
chased by  F.  P.  James,  of  New  York. 

Organization   of  the  Galveston,   Houston   and 
Henderson  Railroad  Company  of  1871. 

On  the  15th  December,  1871,  F.  P.  James  associated 
with  himself  six  others  under  articles  of  association  as 
purchasers  and  owners  of  the  property  purchased  by  him 
at  said  foreclosure  sale,  and  organized  a  new  company 
under  the  original  charter  and  supplementary  acts,  and 
the  general  laws  of  the  State. of  Texas,  under  the  name 
of  the  Galveston,  Houston  and  Henderson  Railroad 
Company  of  1871.  F.  P.  James,  on  that  date,  conveyed 
to  said  Railroad  Company  of  1871  the  premises  bought 
by  him  at  said  foreclosure  sale,  known  as  the  Galveston, 
Houston  and  Henderson  Railroad,  with  its  franchises 
and  all  its  equipments  and  supplies.  This  Company 
was  duly  organized  under  said  charter  and  articles  of  as- 
sociation, and  adopted  by-laws,  and  elected  officers. 

Mortgage  Debt  of  Company  of  1871. 

On  1 6th  December,  1871,  the  Galveston,  Houston 
and  Henderson  Railroad  Company  of  1X71  executed  a 
series  of  fifteen  hundred  bonds  for  one  thousand  dollars 
each,  due  July  1,  A.  D.  1902,  and  secured  by  a  mortgage 
or  deed  of  trust  to  N.  A.  Cowdrey  and  John  J.  Donald- 
son, trustees,  on  the  entire  corporate  property  oi  the  said 
Railway  Company,  used  for  railway  purposes,  and  all  its 
franchises  and  privileges,  "constructed  or  to  be  hereafter 
constructed,  now  held  and  acquired  or  to  be  hereafter 
constructed  and  acquired,  situated  in  the  State  of  Texas, 


326 

and  extending  from  its  terminal  point  in  the  city  of  Gal- 
veston, thence  by  a  bridge  across  Galveston  Bay  to  the 
main  land  at  Virginia  Point,  thence  through  the  county 
of  Galveston  and  the  county  of  Harris  to  and  into  the 
city  of  Houston,  to  a  point  connecting  with  the  Houston 
and  Texas  Central  Railway,  embracing  the  bridges  across 
Galveston  Bay  and  Buffalo  Bayou." 

On  December  18,  1871,  the  Company  of  1871  pur- 
chased the  premises  known  as  the  Galveston  and  Hous- 
ton Junction  Railroad,  and  all  its  property,  rights  and 
franchises,  as  authorized  by  resolution  of  the  Board  of 
Directors  of  that  date. 

Foreclosure  of  the  Mortgage  of  1871. 

On  23rd  December,  1879,  N.  A.  Cowdrey  and  John 
J.  Donaldson,  as  joint  trustees,  filed  their  bill  of  com- 
plaint against  the  Galveston,  Houston  and  Henderson 
Railroad  Company  of  1871  and  the  several  members  of 
the  then  Board  of  Directors,  praying  judgment  for  its 
debt  and  asking  sale  of  said  mortgaged  premises  for  the 
purpose  of  paying  the  same,  and  also  praying  that  pend- 
ing the  litigation  the  Court  would  direct  that  said  mort- 
gaged premises  be  placed  in  the  hands  of  said  complain- 
ants to  be  operated  and  controlled  by  them. 

On  1  st  September,  1880,  the  President  and  Directors 
surrendered  and  turned  over  the  property  of.  the  Com- 
pany included  in  the  mortgage,  to  N.  A.  Cowdrey  and 
John  J.  Donaldson,  trustees  of  the  mortgage,  and  they 
took  possession  of  the  same  and  managed  and  operated 
the  railroad. 

On  26th  April,  1SS1,  John  J.  Donaldson  resigned  his 
position  as  trustee,  and  Joseph  Rudd,  Jr.,  was  appointed 
his  successor.  Afterwards,  on  5th  August,  1881,  N.  A. 
Cowdrey  and  Joseph  Rudd  having  each  of  them  succes- 


327 

sively  resigned,  Jay  Gould  and  Russell  Sage  were  ap- 
pointed their  successors  as  trustees  in  said  mortgage, 
and  said  suit  was  afterwards  conducted  in  their  name. 

On  6th  December,  1881,  Russell  Sage  and  Jay  Gould 
filed  a  supplemental  and  amended  bill  of  complaint,  set- 
ting up  default  in  the  payment  of  four  other  installments 
of  interest  since  the  filing  of  the  original  bill,  and  the  fact 
that  under  the  terms  of  the  agreement  upon  which  they 
took  possession  of  said  mortgaged  premises  they  had 
advanced  large  sums  of  money  and  were  obligated  to 
pay  further  sums,  for  the  purposes  specified  in  said 
agreement,  and  prayed  for  foreclosure  as  in  the  original 
bill,  dismissing  as  to  the  defendants,  the  individual  Di- 
rectors. 

On  March  23rd,  1882,  a  decree  was  entered,  reciting 
that  the  total  mortgage  debt  due  on  the  first  day  of  Jan- 
uary, 1882,  was  one  million  eight  hundred  and  sixty-nine 
thousand  nine  hundred  and  forty-one  dollars  and  sixteen 
cents  ($1,869,941.16),  and  that  the  payment  of  said  in- 
debtedness was  secured  by  said  mortgage  or  trust  deed; 
that  the  trustees  had  advanced  a  sum,  amounting,  on  the 
first  day  of  January,  1882,  to  $196,791.66,  as  a  loan, 
which  loan  might  be  increased  before  the  day  ot  sale  by 
oilier  sums  necessary  to  be  advanced,  and  that  said  trus- 
tees were  entitled  to  ten  percent,  per  annum  interest  for 
said  advances,  and  that  said  advances  were-  a  first  lien  on 
said  mortgaged  premises  and  prior  to  said  bonds  and 
interest  thereon;  and  ordering  that  in  the  event  said 
bonds  with  interest,  and  said  advances  were  not  paid, 
that  the  property  should  lie  sold  under  the  direction  ol 
C.  Dart,  who  was  appointed  special  master  lor  that  pur- 
pose. 

The  Company  failing  to  pay  said  indebtedness  in  the 
time  mentioned  in  said  decree,  order  of  sale  was  issued, 


directed  to  C.  Dart,  Special  Master,  ordering  him  to  sell 
said  property  on  the  first  day  of  August,  1882.  Sale  of 
said  property  was  made  on  said  first  day  of  August, 
1882,  by  said  Special  Master,  and  the  same  was  pur- 
chased by  Russell  Sage  and  J.ay  Gould.  Report  of  sale 
was  made  by  the  Master  to  the  Court  on  November  8, 
1882,  and  the  Court,  by  decree,  entered  its  order  con- 
firming said  sale,  and  directed  the  Master  to  make  title 
to  said  Russell  Sage  and  Jay  Gould  for  the  property 
sold  by  him  under  the  decree  of  foreclosure,  which  was 
accordingly  done. 

The  Galveston,  Houston  and  Henderson  Rail- 
,   road  Company  of  1882. 

On  December  1st,  1882,  Russell  Sage  and  Jay  Gould 
associated  with  themselves  five  others,  and  organized  a 
new  company  under  the  original  charter  of  the  Company 
of  February  7,  1853,  and  the  general  laws  of  the  State, 
which  was  known  as  the  Galveston,  Houston  and  Hen- 
derson Railroad  Company  of  1882.  Sage,  Gould  and 
their  associates  duly  organized,  adopted  by-laws  and 
elected  officers. 

This  is  the  Company  which  now  has  the  title  to  the 
properties  of  what  is  known  as  the  Galveston,  Houston 
and  Henderson  Railroad  Company. 

On  the  first  day  of  April,  1883,  the  Galveston,  Hous- 
ton and  Henderson  Railroad  Company  of  1882,  executed 
and  delivered  to  the  Mercantile  Trust  Company,  Trus- 
tee, a  mortgage  conveying  its  corporate  property  and 
franchises,  and  the  income  thereof,  for  the  purpose  of 
securing  a  series  of  bonds  of  one  thousand  dollars  each, 
aggregating  two  millions  of  dollars;  said  bonds  payable 
on  the  first  day  of  April,  19 13,  bearing  interest  at  the 
rate  of  five  per  cent,  per  annum;  payable  semi-annually. 


329 

At  a  meeting-  of  the  stockholders  of  the  Galveston, 
Houston  and  Henderson  Railroad  Company  of  1882, 
the  President  and  Secretary  of  the  Company  were  au- 
thorized to  execute  a  lease  and  contract  to  and  with  the 
International  and  Great  Northern  Railroad  Company, 
leasing  the  corporate  property  and  franchises  of  the 
Company  for  a  period  of  ninety-nine  years.  The  resolu- 
tion was  as  follows: 

Whereas,  It  is  deemed  expedient  to  lease  the  corporate  franchises 
and  property  of  this  Company,  as  hereinafter  set  forth,  to  the  Inter- 
national and  Great  Northern  Railroad  Company,  for  the  period  of 
ninety-nine  years,  upon  the  said  International  and  Great  Northern 
Company  guaranteeing  to  the  holders  thereof,  at  maturity,  the  prompt 
payment  of  the  principal  and  interest  of  two  thousand  of  the  five 
per  cent,  thirty  year  first  mortgage  bonds,  about  being  issued  by  this 
Company,  of  one  thousand  dollars  each,  aggregating  two  millions  of 
dollars  of  principal,  under  the  terms  and  conditions  hereinafter  set 
forth;  be  it  therefore, 

Resolved,  First.  That  the  Directors  of  this  Company  be,  and 
they  are  hereby  authorized  to  lease  unto  the  International  and  Great 
Northern  Railroad  Company,  forthe  period  of  ninety-nine  years,  from 
the  sixth  day  of  March,  1883,  the  entire  corporate  property  of  the 
said  Railway  Company,  the  party  of  the  first  part,  used  few  railway 
purposes,  together  with  all  the  franchises  and  privileges,  the  railroad 
now  constructed  and  to  be  hereafter  constructed,  now  held  and  ac- 
quired and  to  be  hereafter  acquired,  situated  in  the  State  of  Texas, 
and  now  extending  from  its  terminal  point  near  the  intersection  of 
Thirty-first  street  and  Market  street,  in  the  city  of  Galveston,  through 
said  city  to  Galveston  Bay,  at  or  near  Eagle  Grove;  thence  by 
viaduct  or  bridge  across  said  bay  to  the  main  land  at  or  near  Vir- 
ginia Point;  thence  northerly  through  the  county  of  Galveston  to 
the  county  of  Harris,  and  to  and  into  the  city  of  1  [ouston,  through  Mc 
Kinney  street,  or  any  other  street  in  die  cits'  of  I  [ouston,  to  a  point 
which,  if  the  road  is  extended  that  general  direction,  will  conned 
and  intersect  with  the  Houston  and  Texas  Central  Railroad,  ind 
with  the  Houston  and  Great  Northern  Railroad.  Also  from  a  point 
near  Rusk  street,  in  the  city  of  Houston,  thence  inanortherl)  direc 
tion,  crossing  Buffalo  bayou  at  or  near  Railroad  street  or  avenue,  to 


33Q 

a  point  of  connection  with  the  main  line  of  the  Houston  and  Texas 
Central  Railroad.  Also  through  any  other  locality  or  street  in  the 
cities  both  of  Galveston  and  Houston,  through  or  over  which  the 
railroad  of  this  Company  does  now  run  or  may  hereafter  be  located, 
embracing  and  including  the  bridge  extending  across  Galveston 
Bay  from  said  Eagle  Grove  to  Virginia  Point,  and  all  franchises  and 
rights  appertaining  thereto  or  connected  therewith,  and  also  the 
bridge  across  Buffalo  bayou,  and  all  other  bridges  upon  the  line  of 
the  Railroad  herein  embraced,  and  all  renewals,  rebuildings  and  re- 
placements of  said  bridges,  or  either  or  any  of  them,  whether  located 
upon  the  present  sites  thereof  or  anywhere  near  the  same,  provided 
the  same  are  used  for  railroad  purposes  by  this  Railroad  Company, 
or  any  successor  or  assigns  thereof,  then  the  said  bridge  or  said  re- 
placed or  renewed  bridges  are  hereby  declared  to  be  embraced  in 
this  lease;  also,  all  the  branch  roads  and  sidings,  depots,  stations, 
buildings,  machine  and  other  shops;  also,  all  the  right  of  way  and 
land  occupied  by  said  Railroad  and  appurtenances  thereto  belong- 
ing, and  all  the  lands  acquired  and  appertaining,  or  which  may  here- 
after be  acquired  and  appropriated  for  station  houses,  depots,  engine 
houses,  car  houses,  warehouses,  machine  shops,  workshops,  super- 
structures, or  erections  and  fixtures,  together  with  all  the  appurte- 
nances, rights  and  privileges  thereunto  belonging  at  any  and  all 
points  on  said  road;  and  also,  all  and  singular  the  locomotives,  tenders, 
passenger  cars,  freight  cars,  and  all  other  cars,  carriages,  tools,  ma- 
chinery, wood,  coal  and  fuel,  and  all  other  equipments  for  said  rail- 
road, now  owned  or  which  may  be  hereafter  owned  by  said  Com- 
pany; and  also  all  goods,  and  chattels  or  supplies  now  owned  or 
which  may  be  hereafter  owned  by  said  Company,  and  in  any  way 
relating  or  appertaining,  or  belonging  to,  or  connected  with  said 
railroad,  or  the  running  or  operating  of  same;  and  also,  all  rents, 
issues,  incomes,  tools,  profits,  currency,  moneys,  rights,  benefits  and 
advantages  derived  or  to  be  derived,  had  or  received  therefrom  by 
said  Company  in  any  way  whatsoever;  excepting,  however,  from  the 
demised  premises  all  lands  owned  or  held  by  the  party  of  the  first 
part,  as  well  as  other  property  not  needed  in  connection  with  or 
necessary  to  the  maintenance,  use  and  operation  of  the  said  demised 
railroad. 

In  consideration  that  the  said  International  Railroad  shall  and 
will  guarantee  to  the  holders  thereof,  at  maturity,  the  prompt  pay- 
ment of  the  principal  and  interest  of  two  thousand  of  the  five  per 
cent,  thirty  year  first  mortgage   bonds,  about  being   issued    by    this 


33i 

Company,  of  one  thousand  dollars  each,  aggregating  two  millions  of 
dollars  principal,  upon  the  terms  and  conditions  as  contained  in  the 
draft  of  lease  hereinafter  set  forth. 

Second.  That  the  President  and  Secretary  of  the  Company  are 
authorized  to  duly  execute  a  lease  and  contract  to  and  with  the  In- 
ternational and  Great  Northern  Railroad  Company,  to  be  in  the  form 
and  words  following:  * 

{Here  follows  copy  of  lease  hereinafter  contained.] 

The  International  and  Great  Northern  Railroad,  un- 
der the  terms  of  this  lease,  has  operated  the  Galveston, 
Houston  and  Henderson  Railway  since  the  6th  of 
March,  1881. 


AN     ACT 

TO    INCORPORATE    THE    GALVESTON,    HOUSTON    AND 

* 

HENDERSON  RAILROAD  COMPANY^ 


Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  William  C.  Lacy,  T.  P.  Anderson,  R.  A.  Harris  and  William  M. 
Tuck,  and  their  associates  and  successors,  be  and  they  are  hereby 
created  and  established  a  body  corporate  and  politic,  under  the 
name  of  the  Galveston,  Houston  and  Henderson  Railroad  Company, 
with  capacity  in  said  corporate  name  to  make  contracts,  to  have  suc- 
cession and  a  common  seal,  to  make  by-laws  for  the  government  and 
regulation  of  the  said  Company,  to  sue  and  be  sued,  to  plead  and  be 
impleaded,  to  grant  and  receive,  and  generally  to  do  and  perform  all 
such  acts  as  may  be  necessary  and  proper  for,  or  incident  to  the  ful- 
filment of  its  obligations,  for  the  maintenance  of  its  rights  under  this 
act,  and  in  accordance  with  the  Constitution  of  the  State. 

Sec.  2.  That  said  Company  be,  and  is  hereby  invested  with  the 
rights  of  locating,  contracting,  owning  and  maintaining  a  railway, 
commencing  at  the  city  of  Galveston,  crossing  Galveston  Bay  so  as 
not  to  obstruct  or  unreasonably  impede  the  navigation  of  the  same, 
and  thence  running  by  such  course  and  such  point  at  the  city  of 
Houston  as  said  Company  shall  deem  most  suitable:  thence  by  the 
most  suitable  and  direct  line  to  Henderson,  in  Rusk  county,  and 
with  the  further  privilege  of  making,  owning  and  maintaining  such 
branches  of  said  railway  as  they  may  deem  most  expedient. 

Sec.  3.  That  the  parties  named  in  this  act,  or  a  majority  of  them, 
with  such  persons  as  they  may  associate  with  themselves  for  this  pur- 
pose, are  hereby  appointed  Commissioners,  and  invested  with  the 
right  of  forming  and  organizing  said  Company,  and  of  exercising 
the  powers  of  directors  until  directors  are  chosen,  when  the  powers 
of  the  Commissioners  shall  cease. 

Sec.  4.  That  the  capital  stock  of  said  Company  shall  be  divided 
into  shares  of  one  hundred  dollars  each,  each  share  entitling  the 
owner  thereof  to  one  vote,  in  person  or  by  proxy,  at  all  meetings  of 
the  Company,  and  the  shares  shall  be   deemed  personal  estate,  and 


shall  be  transferable  by  any  conveyance  in  writing,  recorded  cither 
by  the  Treasurer,  in  books  kept  by  him  for  that  purpose  at  his  office, 
or  by  any  other  officer  duly  authorized  by  the  Directors,  in  books 
kept  by  him  at  such  other  place  as  the  Directors  may  appoint, 
such  transfers  as  are  recorded  in  any  other  place,  being,  within 
ninety  days,  communicated  to  the  Treasurer,  and  by  him  entered  on 
his  books. 

Sec.  5.  The  immediate  control  and  direction  of  the  affairs  of  the 
Company  shall  be  vested  in  a  Board  of  not  less  than  five  Directors. 
Said  Directors  shall  elect  one  of  their  own  number  to  be  President  of 
the  Company;  the  first  Board  of  Directors  shall  be  chosen  by  the 
persons  named  in  this  act,  and  such  persons  as  they  may  associate 
with  themselves  for  that  purpose;  said  election  shall  be  held  in  the 
city  of  Galveston,  and  at  such  times  as  the  persons  named  in  this  act, 
or  a  majority  of  them,  with  their  associates,  shall  have  determined. 
No  person  shall  be  eligible  to  the  office  of  Director  unless  he  be  a 
subscriber  or  owner  of  at  least  three  shares  of  the  capital  stock;  the 
Directors  shall  have  power  to  fill  any  vacancy  in  their  body,  arising 
from  non-election  or  other  cause;  they  shall  have  power  to  appoint 
a  clerk,  treasurer,  or  any  other  officers  or  agents,  as  they  may  deem 
necessary;  and  prescribe  and  require  bonds  for  the  faithful  perform- 
ance of  their  duties;  they  may  make  all  necessary  rules  and  regula- 
tions for  the  holding  of  meetings,  and  all  other  things  they  may  deem 
proper  for  the  carrying  out  the  provisions  of  this  charter  and  business 
of  the  Company;  they  shall  keep,  or  cause  to  be  kept,  correct 
records  of  all  meetings  of  the  Directors  and  Company,  and  accurate 
books  and  accounts  of  the  receipts  and  expenditures  of  the  Com- 
pany, and  all  other  books  and  accounts  necessary  and  proper  to  be 
kept  by  such  Company;  which  book  shall  be  open  to  the  insp<<  lion 
of  the  stockholders;  a  majority  of  the  Board  of  Directors  shall  have 
the  power  of  a  full  Board,  and  all  conveyances  and  contracts  exe- 
cuted in  writing,  signed  by  the  President  and  countersigned  by  the 
Treasurer,  or  any  other  officer  duly  authorized  by  the  Directors,  un 
der  seal  of  the  Company,  and  in  pursuance  of  a  vote  of  the  I  Hrectors, 
shall  be  valid  and  binding. 

Sec.  6.     That  the  Directors  shall   have  power  to  dispose  of  the 
shares  in  said   capital   stock,  in  such    manner  and  on  such    terms  as 
they  may  deem  best  for  the  interest  of  the  Company,  and  any  a 
ment  in  writing  whereby  any  person  shall  become  a  subscriber  to  the 
capital  stock  of  said  Company  may  be  enforced  against  him  according 


334 

to  its  terms.  If  any  subscriber  shall  fail  to  pay  any  amount  due  upon 
shares  subscribed  for  by  him,  according  to  the  terms  of  his  subscrip- 
tion, the  Directors  may,  after  twenty  days  public  notice,  sell  at  pub- 
lic auction  the  shares  subscribed  for  by  said  delinquent,  and  transfer 
to  the  purchaser  such  shares;  if  the  proceeds  of  the  sale  shall  not  be 
sufficient  to  pay  the  amount  due,  with  interest  and  charges,  such  de- 
linquent shall  be  held  liable  to  the  Company  for  the  deficit,  and  if  the 
proceeds  shall  exceed  the  amount  so  due  with  interest  and  charges, 
he  shall  be  entitled  to  the  surplus. 

Sec.  7.  It  shall  be  lawful  for  the  Company  to  purchase  and  hold 
any  land  that  may  be  necessary  for  the  purpose  of  locating,  con- 
structing and  maintaining  said  railway,  with  all  necessary  depots  and 
other  buildings,  and  by  their  engineers  or  agents,  enter  upon  and 
take  possession  of  all  such  lands  as  may  be  necessary  for  the  locat- 
ing, constructing  and  maintaining  said  railway,  and  if  they  shall  not 
be  able  to  obtain  such  lands  by  agreement  with  the  owner,  they  shall 
pay  for  the  same  such  amount  as  shall  be  determined  in  the  manner 
provided  for  in  the  following  section;  the  land  so  taken  for  the  rail- 
road shall  not  exceed  fifty  yards  in  width,  and  for  depots  and  build- 
ings only  such  further  width  as  may  be  necessary. 

Sec.  8.  That  any  person  from  whom  lands  have  been  taken  for 
the  purposes  set  forth  in  the  preceding  section,  may  apply  to  the 
District  Court  of  the  county  wherein  said  lands  are  situated  for  the 
appointment  of  appraisers,  and  said  Court,  after  proof  that  the  Presi- 
dent or  other  officer  of  the  Company  has  been  served  with  a  notice 
describing  the  land  ten  days  before  the  holding  of  the  Court,  the 
Court  shall  thereupon  appoint  three  disinterested  freeholders,  citizens 
of  the  county,  who  shall  appoint  a  time  and  place  to  hear  the  appli- 
cation, and  the  Company,  to  whose  agent  or  President  a  reasonable 
notice  shall  be  given  by  the  Court  of  said  time  and  place,  and  said 
freeholders  being  sworn,  shall,  after  hearing  the  parties,  determine 
the  amount  of  compensation  as  aforesaid,  and  make  return  of  their 
award  to  said  Court  at  its  next  term,  and  said  award  may  be  con- 
firmed, or  for  any  sufficient  reason,  rejected  by  said  Court,  in  the 
same  manner  as  awards  by  arbitrators  under  a  rule  of  Court,  and  if 
confirmed  by  the  Court,  judgment  shall  be  rendered  thereon  as  in 
other  cases.  In  determining  the  amount  of  compensation  to  be  paid 
as  aforesaid,  said  freeholders  shall  be  governed  by  the  actual  value 
of  the  land  at  the  time  it  was  taken,  taking  into  consideration  the 
benefit  or  injury  clone  to  other  neighboring  lands   of  the  owner,  by 


335 

the  establishment  of  said  railway;  if  in  any  case  the  amount  found 
by  the  arbitrators  shall  not  exceed  the  sum  proved  to  have  been 
offered  by  the  Company  to  the  owner  prior  to  his  application  to  the 
Court,  the  owner  shall  pay  the  costs  of  proceedings;  otherwise,  the 
Company  shall  pay  the  same. 

Sec.  9.  That  said  Company  may  acquire  by  purchase,  donation, 
or  in  payment  of  stock,  such  real  estate  as  the  Directors  shall  think 
desirable  for  the  purpose  of  aiding  in  the  construction  or  mainte- 
nance of  said  road,  and  such  real  estate  acquired  by  the  Company, 
may  be  alienated  or  mortgaged  by  a  vote  of  the  majority  of  the 
Directors,  for  the  constructing  or  maintaining  said  railway;  said 
alienation  or  mortgage  shall  be  signed  in  the  name  of  the  President 
and  countersigned  by  the  Treasurer. 

Sec.  10.  That  the  said  Company  shall  have  power  to  borrow 
money  on  their  bonds,  or  notes,  at  such  rates  as  the  Directors  deem 
expedient.  Provided,  however,  that  nothing  in  this  act  shall  be  con- 
strued to  confer  banking  privileges  of  any  kind. 

Sec.  11.  That  upon  the  written  request  of  one-fourth  of  the 
stockholders,  the  President  of  the  Company  shall  call  a  special  meet- 
ing of  the  Directors,  and  upon  the  written  demand  of  three-fourths 
of  the  stockholders,  the  President  shall  remove  any  one,  or  the  whole 
of  the  Directors,  and  order  a  new  election  within  thirty  days,  which 
Directors  so  elected  shall  hold  their  offices  until  the  time  prescribed 
for  the  next  regular  election. 

Sec.  12.  That  if  said  railway  is  not  commenced  within  twelve 
months  from  the  first  day  of  March,  1853,  and  at  least  forty  miles 
are  not  in  running  oYder  within  three  years  after  its  commencement, 
then  this  charter  shall  be  null  and  void. 

Sec.  13.  That  the  Company  is  hereby  required  at  all  reasonable 
times  and  for  a  reasonable  compensation,  to  draw  over  their  road 
the  passengers,  merchandise,  and  cars  of  any  other  railroad  corpora- 
tion, which  has  been  or  may  hereafter  be  authorized  by  the  Legisla- 
ture to  enter  with  their  railroad  and  connect  with  the  railroad  of 
this  Company;  and  if  the  respective  companies  shall  be  unable  to 
agree  upon  the  compensation  aforesaid,  it  shall  be  the  duty  of  the 
President  of  each  company  to  select  each  one  man  as  a  commis- 
sioner, and  the  two  commissioners  so  selected  shall  choose  a  third 
in  case  of  disagreement,  neither  of  whom  shall  be  a  stockholder  in 
either  road,  or  interested  therein,  ami  they  shall  fix  the    rates,  which 


336 

shall  not  be  changed  for  one  year  from  the  time  of  going  into  effect. 
The  said  Commissioners  shall  also  fix  the  stated  periods  at  which 
said  cars  are  to  be  drawn  as  aforesaid,  having  reference  to  the  con- 
venience and  interests  of  said  corporations,  and  the  public  who  shall 
be  accommodated  thereby;  the  right  or  power  is  specially  conferred 
on  this  Company  to  connect  and  contract  with  any  railroad  com- 
pany heretofore  or  hereafter  chartered  by  this  State,  for  the  per- 
formance of  like  transport,  and  in  case  of  disagreement  between 
companies,  the  same  shall  be  referred  and  settled  as  aforesaid,  to  be 
binding  for  one  year  as  aforesaid. 

Sec.  14.  That  this  act  of  incorporation  shall  expire  in  ninety 
years,  unless  it  shall  be  renewed  or  extended. 

Sec.  15.  That  this  Company  shall  be  subject  to  the  provisions  of 
any  general  laws  not  inconsistent  with  the  terms  of  its  charter,  which 
may  be  enacted  by  this  State,  regulating  railroad  companies. 

Sec.   16.     That  this  act  shall  take  effect  from  its  passage. 


337 

AN  ACT 

Supplementary  to  an  act  to  establish  the  Galveston,  Houston  and 
Henderson  Railroad  Company. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  there  shall  be  granted  to  said  Company  eight  sections  of  land, 
of  six  hundred  and  forty  acres  each,  for  every  mile  of  railway  which 
shall  be  actually  constructed  by  them  and  ready  for  use,  and  upon 
the  application  of  the  President  of  the  Company,  or  any  duly  author- 
ized agent  thereof,  stating  that  any  section  of  twenty  miles  or  more  of 
said  railway  has  been  completed  and  ready  for  use,  it  shall  be  the  duty 
of  the  Comptroller  of  Public  Accounts  to  require  the  State  Engineer, 
or  a  Commissioner  to  be  appointed  by  the  Governor,  to  examine  said 
railway,  and  upon  his  certificate  that  said  section  or  sections  of  said 
railway  has  been  completed  in  a  good  and  substantial  manner  and 
ready  for  use,  the  Comptroller  shall  give  information  of  that  fact  to 
the  Commissioner  of  the  General  Land  Office,  whose  duty  it  shall  be 
to  issue  to  said  Company  land  certificates  to  the  amount  of  eight 
sections  of  land,  of  six  hundred  and  forty  acres  each,  for  each  and 
every  mile  of  railway  thus  completed  and  ready  for  use.  Such  certi- 
ficates may  be  located  upon  any  unappropriated  public  domain  of 
the  State  of  Texas,  and  upon  the  return  of  the  field  notes  of  any  sur- 
vey made  by  virtue  of  any  certificate  so  issued,  it  shall  be  the  duty 
of  the  Commissioner  of  the  General  Land  Office  to  issue  patents  to 
said  Company  in  their  corporate  name.  And  in  all  cases  where  such 
railway  shall  pass  through  any  public  lands,  all  such  lands  to  the 
depth  of  three  miles  from  the  exterior  lines  of  the  tract  on  each  side 
thereof,  shall  be  and  hereby  are  reserved  for  the  State,  from  and 
after  the  time  such  tract  shall  be  fixed  or  designated  by  survey;  and 
the  said  lands  as  fast  as  the  road  is  continued,  shall  be  divided  into 
sections  fronting  one  mile  each  on  the  road,  which  sections  shall  be 
numbered  and  the  corners  of  such  sections  on  the  road  plainly 
marked,  and  of  those  reserved  lands;  provided,  said  lands  are  desig 
nated  or  selected  within  ten  years  from  the  passage  of  this  act,  the 
Company  shall  have  the  right  by  virtue  of  any  of  their  certificates, 
issued  in  accordance  with  the  provisions  of  this  act,  to  cause  to  be 
located,  surveyed  and  patented  by  virtue  of  the  certificates  aforesaid 
for  their  use,  each  alternate  section,  such  section  in  each  instance 
embracing  a  tract  of  land  fronting  one  mile  on  said  road,  and  extend 


338 

ing  back  three  miles,  reserving  an  equal  width,  and  the  remaining 
sections  shall  continue  the  property  of  the  State  until  disposed  of  by 
the  State.  And  that  said  Company  shall  be  required  to  alienate  the 
lands  granted  to  them  by  this  act  in  the  following  manner:  one-fourth 
in  six  years,  and  one-fourth  in  eight  years,  and  one  fourth  in  ten 
years,  and  the  remainder  in  twelve  years  from  the  time  the  same  was 
acquired. 

Sec.  2.  Said  Company  is  also  hereby  further  authorized  and  em- 
powered to  extend  said  railway  from  the  town  of  Henderson,  in  Rusk 
county,  by  such  course  and  in  such  direction  as  the  Company  may 
deem  proper,  in  order  to  connect  with  the  Pacific  or  any  other  rail- 
way east  of  the  Trinity  river;  and  this  act  shall  take  effect  and  be  in 
force  from  and  after  its  passage. 

Passed  January  10,  1854. 


339 
AN  ACT 

To  amend  an  act  supplementary  to  an  act,  "  To  Establish    the   Gal- 
veston, Houston  and   Henderson   Railroad  Company,"  ap- 
proved January  ioth,  1854. 

Section  i.  Be  it  enacted  by  the  Legislature  of 'the  State  of  Texas, 
That  the  second  section  of  the  above  recited  act  shall  be  so  amended 
as  to  read  as  follows:  That  said  Company  is  also  further  au- 
thorized and  empowered  to  extend  said  railway  from  the  town  of 
Henderson,  in  Rusk  county,  so  as  to  connect  with  any  railway  at  or 
near  Fulton,  on  the  eastern  boundary  of  the  State  of  Texas,  and  the 
said  Company  shall  have  six  months  after  the  thirtieth  day  of 
January,  1856,  to  complete  the  first  twenty-five  miles  of  their  road 
contemplated  by  their  charter,  in  order  to  entitle  them  to  the  rights, 
benefits  and  privileges  granted  by  an  act  approved  January  the 
thirtieth,  eighteen  hundred  and  fifty-four,  entitled  "An  act  to  en- 
courage the  construction  of  railroads  in  Texas,  by  donations  of 
lands."  Provided,  that  said  Company  shall,  on  or  before  the  com- 
pletion ot  said  twenty-five  miles  of  their  road,  establish  their  prin- 
cipal office  on  the  line"  of  said  road,  and  there  keep  the  same  during 
the  continuance  of  their  charter,  with  all  the  books,  papers  and 
documents  of  said  Company,  and  the  same  shall  at  all  times  be  sub- 
ject to  the  inspection  and  examination  of  any  stockholder  of  said 
Company,  and  upon  the  application  of  said  Company  at  any  time 
for  the  benefit  of  the  act  approved  "January  the  thirtieth,  eighteen 
hundred  and  fifty-four,"  to  encourage  the  construction  of  railroads 
by  donations  of  land,  it  shall  be  proved  to  the  satisfaction  of  the 
Governor  of  the  State,  that  said  Company  have  established  their 
principal  office  upon  the  line  of  their  road,  and  have  kept  all  their 
books,  papers  and  documents  therein,  according  to  the  provisions  of 
this  act;  and  a  majority  of  the  Directors  of  said  Companj  shall  re- 
side in  this  State;  and  all  elections  for  officers  of  the  Company  shall 
be  held  in  the  State. 

Sec.  2.     That  said  Railroad  Company,  in  accepting  the  benefits  of 
this  act,  shall  have  no  branching  privileges,  except   su<  h  as  arc   e* 
pressly  granted  by  the  provisions   of  its    charter,  to    certain    points, 
and    shall  be  required  to    spend    only  so   much  ot'  its  capital  stock 
upon  any   branch  as  shall   be  expressly  subscribed  to  such  branch, 


34o 

and  shall  not  expend  upon  its  trunk  any  moneys  subscribed  to  any 
branch,  and  shall  be  required  to  complete  its  main  trunk  to  the 
point  contemplated  in  its  charter  before  building  any  branch  road. 

Sec.  3.  That  nothing  in  this  act  shall  be  so  construed  as  to  effect 
(affect)  the  right  of  the  State  to  repeal  or  modify  the  act  of  January 
30th,  1854,  entitled  "An  act  to  encourage  the  construction  of  rail- 
roads in  Texas  by  donations  of  land."  Provided,  that  the  right  to 
land  acquired  before  said  repeal  or  modification  shall  in  all  cases  be 
protected. 

Sec.  4.  That  the  provisions  of  an  act  entitled  "  An  act  to  regulate 
railroad  companies,"  approved  February  7th,  1853,  shall  apply  to 
the  Galveston,  Houston  and  Henderson  Railroad  Company,  and 
this  act  shall  take  effect  from  and  after  its  passage. 

Approved  23d  January,  1856. 


34J    . 
AN  ACT 

Supplementary  to  and  amendatory  of  an  act  to  amend   an   act   sup- 
plementary to  an  act  to  establish  the  Galveston,  Houston  and 
Henderson  Railroad  Company,  approved  January  ioth, 
1854,  and   approved  January   23d,  1856. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  if  the  Galveston,  Houston  and  Henderson  Railroad  Company 
shall  complete  twenty-five  miles  of  its  road,  and  have  the  same  in 
running  order,  on  or  before  the  first  day  of  May,  1857;  it  shall  be  en- 
titled to  receive  from  the  State  sixteen  sections  of  land  a  mile  there- 
for, under  the  provisions  of  an  act  to  encourage  the  construction  of 
railroads  in  Texas  by  donation  of  lands,  approved  January  30th, 
1854,  and  upon  the  completion  of  twenty-five  miles  of  said  road 
within  each  year  after  the  said  first  day  of  May,  1857;  the  said  Com- 
pany shall  be  entitled  to  receive  sixteen  sections  of  land  a  mile 
therefor,  under  the  provisions  of  the  said  act  until  the  same  be  re- 
pealed or  expire  by  limitation. 

Sec.  2.  That  the  said  Company  shall  be  and  is  hereby  allowed 
until  the  first  day  of  November,  1857,  to  complete  forty  miles  of  its 
road  in  order  to  save  its  charter  from  forfeiture. 

Sec.  3.  That  this  act  is  passed  and  these  privileges  are  granted  to 
said  Company  upon  the  following  terms  and  conditions:  1st.  That 
said  Company  abandons  all  claim  or  right  to  land  from  the  State, 
under  its  charter  or  any  other  law  of  this  State,  except  the  .said  act 
to  encourage  the  construction  of  railroads  in  Texas  by  donations  of 
land,  approved  30th  of  January,  1854.  2d.  That  said  Company 
shall,  within  six  months  from  the  passage  of  this  act,  establish  its 
principal  office  of  business  within  this  State,  and  keep  therein  all  its 
records,  and  shall  continue  thereafter  to  keep  said  office  and  re<  ords 
within  this  State.  3d.  That  all  future  meetings  of  said  Company 
for  the  election  of  the  Directory  and  officers  shall  be  held  within 
this  State.  4th.  That  at  the  expiration  of  twelve  months  from  the 
election  for  Directors  and  officers  heretofore  held,  or  within  six 
months  from,  the  passage  of  this  act,  a  majority  of  the  hinrtors 
shall  be  residents  and  citizens  of  the  State  of  Texas,  and  forever 
thereafter  a  majority  of  said  Directors  shall  he  residents  and  citizens 
of  Texas. 


342 

Sec.  4.  That  if  the  said  Company  accepts  the  benefits  of  the 
first  and  second  sections  of  this  act,  or  either  of  them,  the  same  shall 
be  considered  as  an  acceptance  and  assent  to  the  terms  and  condi- 
tions specified  in  paragraph  one,  two,  three  and  four  of  the  third 
section  of  this  act,  and  if  the  said  Company  shall  fail  in  all  respects 
to  comply  with  the  said  terms  and  conditions  specified  in  the  said 
third  section,  and  after  accepting  the  benefits  of  the  said  first  and 
second  sections,  it  shall  take  no  rights  or  benefits  under  said  first  and 
second  sections,  if  the  said  Company  shall  fail  to  comply  with  any 
of  said  terms  and  conditions,  its  charter  shall  be  forfeited. 

Sec.  5.     That  this  act  shall  take  effect  from  and  after  its  passage. 

Approved  July  24th,  1856. 


343 

AN  ACT 

For  the  relief  of  the  Galveston,  Houston  and   Henderson  Railroad 

Company,  and  in  amendment  of  the  act  of  incorporation 

thereof,  and  of  the  acts  amending  the  same  in 

addition  thereto. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  benefits  and  privileges  granted  to  the  said  Galveston, 
Houston  and  Henderson  Railroad  Company,  in  and  by  the  first  sec- 
tion of  an  act  entitled  an  act  supplementary  to  and  amendatory  of  an 
act  to  amend  an  act  supplementary  to  an  act  to  establish  the  Calves- 
ton,  Houston  and  Henderson  Railroad  Company,  approved  Jan- 
uary 10,  1854,  and  approved  January  23d,  1856,  which  was  approv- 
ed July  24th,  1856,  be  the  same  is  hereby  renewed,  extended  and 
continued  in  force;  and  all  penalties  and  forfeitures  incurred  by  said 
Railroad  Company  by  reason  of  the  failure  to  complete  the  forty 
miles  of  road  mentioned  and  specified  in  the  second  section  of  said 
recited  act,  be,  and  the  same  are  hereby  released  and  remitted;  pro- 
vided, always,  and  the  said  release  and  remission  is  upon  the  express 
stipulation  and  condition  that  the  fifteen  miles  of  road  which  remain 
incomplete  and  unfinished  of  the  said  forty  miles,  shall  be  fully  com- 
pleted and  finished  and  in  good  running  order  on  or  before  the  first 
day  of  November,  1858. 

Sec.   2.     That  if  said  Galveston,  Houston  and  Henderson  Railroad 
Company  shall,   from   and   after  said   first   day  of  November,  [858, 
build,  construct  and  finish,  so  that  the  same  is  in  good  running  order, 
so  much  of  their  road  every  year  as  is  now,  or  may  hereafter  be  re 
quired  under  and   by  the  provisions  of  the  act  of  the  Legislature  of 
the  State  of  Texas,  passed  January  30th,  1K54,  and  entitled  an  act  to 
encourage  the   construction   of   railroads   in  Texas,   by  donations  of 
land,  or  as  may  hereafter  be  required   under  the  provisions   of  any 
amendment  that  may  hereafter  be  made  to  said  act,  then   said  Com 
pany  shall  be  entitled   to   receive  from  the  State    sixteen    sections  ot 
land  a  mile   therefor,  under  the   provisions  of  said  act  of  Januarj 
30th,  1854,  until  said  act  be  repealed  or  expire  l>\   limitation. 

Sec.  3.  That  this  grant  is  made  and  extended  upon  tin-  express 
condition,  that  the  terms  and  conditions  mentioned  in  and  imposed 
by  the  third  section  of  the  said  recited  act  of  July  24th,  [856,  have 
been  accepted  and  performed  by  said  Railroad  Company,  and  that 


344 

said  Company  shall  hereafter  be  liable  and  bound  in  all  respects,  for 
all  debts  incurred  and  contracts  hereafter  made  by  it  in  the  same 
manner  and  with  the  same  effect  as  it  was  previous  to  the  first  day  of 
November,  1857. 

Sec.  4.     That  this  act  shall  take  effect  and  be  in  force  from  and 
after  its  passage. 

Approved  November  20,  1857. 


345 
AN  ACT 

To  incorporate  the  Galveston  and  Houston  Junction  Railroad 

Company. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  E.  B.  Nichols,  G.  Ball,  J.  H.  Hutchings,  Jno.  Sealy,  J.  Kauff- 
man,  Willis  Randle,  Win.  Hendley,  J.  J.  Hendley,  J.  L.  Sleight,  L.  M. 
Hitchcock,  Joseph  Brims,  N.  B.  Yard,  J.  1,.  Briggs,  Robert  Mills, 
D.  G.  Mills,  J.  W.  Jockusch,  T.  H.  McMahan,  B.  R.  Gilbert,  J.  Oster- 
man,  Thos.  B.  Power,  S.  B.  Lewis,  H.  Lewis,  J.  M.  Brown,  fames 
Sorley,  J.  C.  Smith,  J.  Dean,  I.  Dyer,  S.  Southwick,  A.  P.  Lufkin,  B. 
F.  Terry,  J.  P.  Davie,  W.  R.  Smith,  W.  Cooke,  E.  S.  Wood,  J.  S.  Syd- 
nor,  T.  W.  Pierce,  J.  S.  Leclerc.  W.  J.  Hutchins,  their  associates  and 
successors,  be,  and  they  are  hereby  constituted  and  declared  to  be  a 
body  politic  and  corporate,  under  the  name  and  style  of  the  Galves- 
ton and  Houston  Junction  Railroad  Company;  provided,  that  the 
parties  named  in  this  act  shall  only  be  authorized  to  act  as  Commis- 
sioners, to  organize  said  Company,  by  receiving  subscriptions  to  its 
capital  stock. 

Sec.   2.      [That]  said   Company  under   the  name  and  style   a  loir 
said,  shall  be  capable  in  law  of  suing  and  being  sued,  pleading  and 
being  impleaded,  defending  and  being  defended  in  all  courts  whatso 
ever  in  this  State,  and  may  have  a  common  seal,  and  alter  the  same 
at  pleasure. 

Sec.  3.  That  said  Company  is  hereby  invested  with  the  ii,urht  to 
locate,  construct,  own,  maintain  and  operate  a  railroad,  commencing 
at  or  near  Houston  on  the  line  of  the  Galveston,  Houston  and  lien 
derson  Railroad  and  running  through  or  around  the  city  of  Houston, 
and  connecting  with  the  Texas  Central  Railroad,  and  not  to  exceed 
ten  miles  in  length,  to  be  used  for  the  transportation  of  passengers, 
mails  and  freight,  by  locomotives  propelled  by  steam,  and  cars  at- 
tached as  used  on  other  railroads,  and  charge  and  receive  compen- 
sation therefor,  and  to  be  regulated  by,  and  subject  to  all  the  general 
laws  now  in  force,  or  hereafter  to  be  passed  for  the  regulation  of 
railroads. 

Sec.  4.  That  the  capital  stock  of  said  Company  shall  not  exceed 
one  hundred  and  fifty  thousand  dollars,  divided  into  shares  of  one 
hundred   dollars  each,   and   said   persons  out  of  their  number  shall 


346 

elect  a  President,  and  Secretary,  and  Board  of  Directors,  which 
election  shall  take  place  in  Galveston,  on  or  before  the  ioth  day  of 
August,  1861,  who  shall  hold  their  offices  until  others  are  appointed 
under  the  by-laws  of  said  Company,  and  said  Company  are  author- 
ized and  empowered  to  make  all  by-laws  and  regulations  for  the  gov- 
ernment of  said  Company,  not  in  contravention  of  the  Constitution 
and  laws  of  the  State,  and  shall  establish  and  keep  their  office  in  the 
city  of  Galveston. 

Sec.  5.  That  said  Company  shall  complete  said  road  and  make 
said  connection  between  the  Galveston,  Houston  and  Henderson, 
and  Texas  Central  Roads,  on  or  before  the  first  of  January,  1863; 
provided,  that  in  case  a  connection  by  railroad  shall  be  made  through 
the  city  of  Houston  between  the  Texas  Central  and  the  Galveston, 
Houston  and  Henderson  Railroad  of  the  same  gauge  as  those  roads, 
by  the  1st  day  of  July,  1861,  then  all*  rights  under  this  charter  shall 
cease  and  determine. 

Sec.  6.     That  this  act  take  effect  from  its  passage. 

Approved  April  8,  1861. 


347 
AN  ACT 

To  revise  and  continue  in  force  an  act  entitled    "An    act    to    incor- 
porate the  Galveston  and  Houston    Junction    Railroad  Com- 
pany," approved  April  8,  1861,  and  to  amend  said  Act. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  act  entitled  "  An  act  to  incorporate  the  Galveston  and 
Houston  Junction  Railroad  Company,"  approved  April  8,  1861,  be 
and  the  same  is  hereby  revised  and  continued  in  force  as  fully  and 
with  the  same  effect  as  though  the  railroad  contemplated  to  be  built 
and  connection  made  under  and  by  the  provisions  of  said  act  of  in- 
corporation had  been  fully  completed  before  the  1st  day  of  January, 
A.  D. 1863. 

Sec.  2.  The  fourth  section  of  said  act  is  hereby  amended  so  that 
the  same  shall  hereafter  read  as  follows,  to-wit:  The  capital  stock  of 
said  Company  shall  not  exceed  the  sum  of  five  hundred  thousand 
dollars,  divided  into  shares  of  one  hundred  dollars  each,  and  the 
persons  who  were  acting  as  President  and  Directors  of  said  Com- 
pany, on  the  thirty-first  day  of  December,  A.  D.  1862,  together  with 
J.  S.  Sydnor,  shall  be  considered  and  act  as  such  President  and  Di- 
rectors of  said  Company  until  the  regular  time  fixed  by  the  by-laws 
of  said  Company,  in  force  previous  to  January  1,  1863,  shall  have 
arrived,  when  the  stockholders  may  elect  a  new  Board  of  Directors 
and  other  officers  as  provided  by  the  by-laws  of  the  Company,  said 
Company  may  make  all  by-laws  and  regulations  for  the  government 
of  the  same  and  its  affairs,  not  in  contravention  of  the  laws  of  the 
•State,  and  may  alter  the  same  at  pleasure,  and  the  rights  of  all  pei 
sons  who  were  stockholders  in  said  Company  on  the  31st  day  oi 
December,  1862,  are  hereby  fully  preserved  as  stockholders  therein, 
under  this  act,  and  the  said  original  charter.  The  principal  offi<  e  <■( 
said  Company  shall  be  kept  in  the  city  of  Galveston;  but  the  Coin 
pany  may,  at  their  option,  keep  such  office  at  the  city  of  Houston 
during  the  continuance  of  the  war  between  the  Confederate  States 
and  the  United  States.  Said  Company  may  acquire  and  hold  such 
railroad  locomotives  and  rolling  stock  and  fixtures  as  they  ma)  think 
proper,  and  may,  at  their  option,  rent  or  hire  the  same  to  any  other 
railroad  company,  and  the  right  of  way  for  their  railroad,  and  all 
rights  of  property  and  action  acquired  by  said  Company  previous  to 


348 

December  3 1 st,  1862,  are  hereby  fully  vested  in  said   Company  un- 
der this  act  and  said  original  charter. 

Sec.  3.  The  fifth  section  of  said  act  is  hereby  amended,  so  that 
the  same  shall  hereafter  read  as  follows,  to-wit:  Said  Company  shall 
complete  said  road  and  make  said  connections  between  the  Galves- 
ton, Houston  and  Henderson  and  Texas  Central  Railroad  of  the 
same  guage  as  those  roads,  on  or  before  the  1st  day  of  January,  A. 
D.  1864,  unless  prevented  by  the  public  enemy,  in  which  event  they 
shall  complete  the  same  within  six  months  after  the  close  of  the  war 
between  the  Confederate  States  and  the  United  States. 

Sec.  4.     This  act  shall  be  in  force  from  and  after  its  passage. 

Approved  February  25th,  1863. 


ARTICLES  OF  ASSOCIATION 


OF    THE 


GALVESTON,  HOUSTON  AND  HENDERSON   RAILROAD 
COMPANY  OF  1882. 


Whereas,  Russel  Sage  and  Jay  Gould,  of  the  City  and  State  of 
New  York,  have  purchased  all  the  rights,  franchises  and  the  entire 
corporate  property  of  the  Galveston,  Houston  and  Henderson  Rail- 
road Company  of  1S71,  claiming  and  having  existence  by  virtue  of 
an  act  of  the  Legislature  of  the  State  of  Texas,  entitled  "  An  act  to 
incorporate  the  Galveston,  Houston  and  Henderson  Railroad  Com- 
pany," passed  7th  February,  1853,  and  the  several  acts  supplemental 
thereto  and  amendatory  thereof,  at  judicial  sale  in  the  1  ity  of  Gal- 
veston,  Texas,  on  the  first  day  of  August,  [882,  under  decree  of  the 
Honorable  the  District  Court  of  the  United  States  in  and  for  the  Fifth 
Judicial  Circuit,  rendered  on  the  23d  day  of  March,  [882,  in 
numbered  143  on  the  equity  docket  of  said  Court,  wherein  Russel 
Sage  and  Jay  Gould,  as  trustees,  are  complainants,  and  the  said  Gal- 
veston, Houston  and  Henderson  Railroad  Company  of  [871,  is  de 
fendant; 

And  Whereas,  Among  the  rights  and  franchises  so  purchased,  as 
well  as  by  the  general  laws  of  the  State  of  Texas,  is  the   right   to  be 

a  corporation,  and  have  and  exercise  all  the  powers,  privileges  and 
franchises  granted  to  said  Company  b)  i  '   charter,  and    the 

general  laws  of  said  State; 

Now,  THEREFORE,  be  it  known  that  wc,  the  and 

(av  Gould,  have  associated  with  us  in  the  purchase  above  named. 
the  undersigned  subscribers  hereto,  to-wit:  [here  insert  the  names  of 
not  less  than  five  others,  four  of  whom  must  be  residents   ol  T<  xas], 


35o 

and  we  do  hereby  associate  together  as  purchasers  and  owners  of  all 
the  said  property,  premises,  franchises,  chartered  and  corporate 
rights  and  privileges,  and  we  do  hereby  declare  this  instrument  to  be 
our  act  of  association  and  organization  as  a  corporation  under  said 
purchase,  and  said  act  of  7th  February,  1853,  and  the  acts  supple- 
mental thereto  and  amendatory  thereof,  and  the  general  laws  of  the 
State  of  Texas;  and  that  we  are  the  sole  stockholders  in  the  cor- 
poration hereby  reorganized,  and  ( as  such  adopt  the  following  by- 
laws: 

ARTICLE  I. 

Section  i.  Our  corporate  name  shall  be  the  "Galveston,  Hous- 
ton and  Henderson  Railroad  Company  of  1882."  This  corporation, 
as  now  reorganized,  is  entirely  distinct  from  and  is  in  no  way  liable 
for  the  acts,  contracts,  debts,  obligations  or  liabilities  of  any  previous 
corporation  or  organization  under  said  act  of  7th  February,  1853,  or 
under  any  previous  sale  of  said  railroad  and  franchises,  but  it  dates 
from  the  time  of  the  purchase  aforesaid  by  said  Sage  and  Gould, 
say  first  August,  1882,  and  is  responsible  only  for  its  acts  from  that 
date. 

Sec.  2.  The  officers  of  this  corporation  shall  consist  of  a  Presi- 
dent, Vice  President,  Secretary  and  Treasurer;  provided,  that  the 
same  person  may  be  both  Secretary  and  Treasurer  by  vote  of  the 
Board  of  Directors. 

ARTICLE    11. 

Section  i.  The  Board  of  Directors  shall  consist  of  seven  stock- 
holders, who  shall  be  elected  by  ballot  at  the  annual  meeting  of 
stockholders.  But  until  such  election,  the  stockholders  signing  this 
instrument  shall  constitute  said  Board  of  Directors,  and  be  vested 
with  all  the  powers  as  if  regularly  elected  as  herein  provided. 

Sec.  2  The  Board  of  Directors  shall  hold  an  annual  meeting  at 
the  same  time  and  place  as  the  stockholders;  they  may  fill  any  va- 
cancies that  may  occur  in  the  Board,  or  in  any  office,  at  any  meeting 
that  may  be  held  after  the  vacancy  occurs;  they  shall  also  meet  im- 
mediately after  their  election,  and  elect  from  their  number  a  Presi- 
dent, a  Vice  President,  a  Secretary,  and  a  Treasurer.  But  until 
an  election  takes  place,  as  herein  provided,  the  Directors  signing 
this  instrument  shall  elect  said  officers. 

Sec.  3.     The  President,  when  present,  shall  preside  at  all  meetings 


35i 

of  the  Directors;  sign  all  certificates  of  stock,  and  all  deeds,  mort- 
gages, other  contracts,  requiring  the  seal  of  this  corporation,  and 
superintend  generally  the  affairs  of  the  Company. 

Sec.  4.  In  absence  of  the  President,  or  in  case  of  vacancy  from 
any  cause,  the  Vice  President  shall  discharge  the  duties  of  the  Presi- 
dent. 

Sec.  5.  The  Secretary  shall  perform  the  duties  usually  perform- 
ed by  such  officer;  he  shall  countersign  all  stock  certificates,  and 
all  deeds  and  contracts  of  the  corporation  requiring  its  seal,  and  be 
the  custodian  of  the  seal,  books  and  records  of  the  Company. 

Sec.  5.  The  Treasurer  shall  perform  the  duties  usually  pertaining 
to  that  office,  and  give  bond  and  security  in  such  sum  as  the  Board 
of  Directors  may  require. 

Sec.  6.  The  Board  of  Directors  may  be  called  to  meet  at  any 
time  by  order  of  the  President,  or  in  absence,  by  the  Vice  President. 

ARTICLE    III. 

Section   i.     The  capital  stock  of  this  Company  shall  be 

dollars,  subject  to  be  increased  as  provided  in  the  gen- 
eral laws  of  the  State,  and  the  share  shall  be  transferred  only  at  the 
general  office  of  the  Company,  which  is  in  the  city  of  Galveston. 

Sec.  2.  There  shall  be  an  annual  meeting  of  the  stockholders 
held  at  the  general  office  of  the  Company  on  the  first  Tuesday  in 
April  of  each  year,  and  special  meetings  may  be  called  at  any  time 
in  accordance  with  the  provisions  of  the  general  laws  of  the  State. 

ARTICLE    IV. 

Section  i.  The  President  and  two  members  of  the  Hoard  of  Di- 
rectors, chosen  by  the  Board,  any  two  of  whom  may  act,  shall  con- 
stitute an  Executive  Committee,  with  power  to  do  all  things  required 
for  the  interest  of  the  Company  in  the  interval  between  the  meetings 
of  the  Board  of  Directors,  but  subject  to  approval  of  said  Hoard,  to 
which  all  acts  of  the  Executive  Committee  shall  be  reported. 

Witness  our  signatures. 


The  Galveston,  Houston  and  Henderson  Railroad  Company 

OK   1882'. 


THE  MERCANTILE  TRUST  COMPANY. 


FIRST     MORTGAGE, 


DATED  APRIL  1,  1SS3. 


THIS  INDENTURE,  made  and  entered  into  this  first  day  of 
April,  A.  D.  eighteen  hundred  and  eighty-three,  by  and  between  the 
Galveston,  Houston  and  Henderson  Railroad  Company  of  1882, 
a  corporation  duly  created  and  organized  under  and  by  virtue  of  the 
laws  of  the  State  of  Texas,  hereinafter  called  the  Railroad  Company 
of  1882,  of  the  first  part,  and  the  Mercantile  Trust  Company,  here- 
inafter called  the  Trust  Company,  a  corporation  duly  created  and 
organized  under  and  by  virtue  of  the  laws  of  the  State  of  New  York, 
of  the  second  part, 

WITNESSETH: 

That  Whereas,  The  said  Railroad  Company  of  1882  has  become 
the  owner,  by  subsequent  purchase  and  organization,  under  the  pur- 
chase made  by  Jay  Gould  and  Russell  Sage  of  all  the  property, 
rights,  privileges  and  franchises  of  the  Galveston,  Houston  and  Hen- 
derson Railroad  Company  of  187 1,  which  purchase  was  made  at  a 
judicial  sale  had  in  pursuance  of  a  decree  entered  in  the  Circuit 
Court  of  the  United  States,  for  the  Eastern  District  of  Texas,  on  the 
23d  day  of  March,  1882,  which  proceedings  were  had  in  a  suit  of 
foreclosure  of  a  mortgage,  wherein  the  said  Jay  Gould  and  Russell 


Sage  were  plaintiffs,  and  the  said  Galveston,  Houston  and  Henderson 
Railroad  Company  ot  1871  and  others  were  defendants;  and 

Whereas,  It  was  heretofore  and  at  the  time  of  said  purchase 
agreed  by  and  between  the  said  Jay  Gould  and  Russell  Sage  and  the 
holders  of  the  bonds  of  said  Galveston,  Houston  and  Henderson 
Railroad  Company  of  187 1;  that  in  exchange  for  each  one  thousand 
dollars  of  the  bonds  held  by  said  bondholders  there  should  be  issued 
and  delivered  to  said  bondholders,  their  successors,  personal  repre- 
sentatives or  assigns,  bonds  to  the  like  amount  of  the  series  herein- 
after described,  secured  by  a  purchase-money  mortgage  or  deed  of 
trust,  which  mortgage  should  be  a  first  lien  upon  the  railroad  and 
property  of  said  Galveston,  Houston  and  Henderson  Railroad  Com- 
pany of  187 1,  purchased  as  aforesaid,  the  said  issue  of  bonds  not  to 
exceed  two  millions  of  dollars  in  amount;  and 

Whereas,  In  accordance  with  said  agreement  and  in  payment  of 
the  said  purchase,  the  stockholders  and  Board  of  Directors  of  the 
said  Galveston,  Houston  and  Henderson  Railroad  Company  of  1882 
have  duly  authorized  the  making  and  issuing  of  the  series  of  bonds 
hereinafter  described,  and  also  the  making  of  this  deed  of  trust  or 
mortgage  for  the  purpose  of  securing  the  payment  of  said  bonds  and 
the  interest  thereon;  and  • 

Whereas,  Said  bonds  are  numbered  from  one  to  two  thousand, 
both  inclusive,  and  are,  together  with  the  certificate  of  the  trustee 
appearing  thereon,  and  the  coupons  attached  thereto,  in  the  form 
following: 

No. Sr.ooo. 

THE    GALVESTON,   HOUSTON   AND    HENDERSON    RAM. 

ROAD    COMPANY    OK    [882. 

first  mortgage  bond. 

Know  all  men  by  these  presen  i  5: 

That  the  Galveston,  Houston  and  Henderson  Railroad  Company 
of  1882  is  indebted  to  the  Mercantile  Trust  Company,  or  hearer,  in 
the  sum  of  one  thousand  dollars  in  lawful  money  of  the  United 
States  of  America, which  the  said  Railroad  Compan)  promises  to 
pay  to  the  bearer  thereof,  on  the  first  day  of  April,  in  the  year  nine 
teen  hundred  and  thirteen,  in  the  I  lity  of  New  York,  and  also  to  pa)  . 
according  to  the  terms  of  the  mortgage  hereinafter  mentioned,  in- 


354 

terest  thereon  semi-annually  at  the  rate  of  five  per  centum  per 
annum,  lawful  money  of  the  United  States,  at  its  office  or  agency  in 
said  City  of  New  York,  on  the  first  days  of  April  and  October  in 
each  year,  upon  the  presentation  and  surrender  of  the  coupons  here- 
to attached,  as  they  severally  become  due  as  provided  therein.  In 
case  of  default  in  the  payment  of  any  of  the  interest  coupons  at- 
tached to  these  bonds  in  the  manner  provided  in  the  said  mortgage, 
then,  and  in  that  case  the  principal  sum  of  this  bond  shall  become 
due  in  the  manner  and  with  the  effect  provided  in  the  said  mortgage. 
Stockholders  of  the  said  Railroad  Company  are  not  individually 
liable  on  this  bond  or  in  respect   thereto. 

This  bond  is  one  of  a  series  of  first  mortgage  bonds  of  one  thous- 
and dollars  each,  numbered  consecutively  from  one  to  two  thousand, 
inclusive,  issued  by  said  Railroad  Company,  all  of  which  bonds  are 
of  like  tenor,  date  and  effect  (except  as  to  the  numbers  thereof),  and 
are  secured  by  a  mortgage  bearing  even  date  herewith,  and  made  by 
said  Railroad  Company  to  the  Mercantile  Trust  Company,  of  New 
York,  conveying  in  trust,  the  road  of  said  Railroad  Company,  and 
the  franchises,  property,  equipment  and  rolling  stock  pertaining  there- 
to, as  specified  in  said  mortgage. 

This  bond  shall  not  be  obligatory  until  authenticated  by  a  certifi- 
cate of  the  Trustees  aforesaid,  endorsed  hereon,  to  the  effect  that 
the  same  is  one  of  the  series  of  bonds  described  in  and  secured  by 
said  mortgage. 

In  witness  whereof,  the  Galveston,  Houston  and  Henderson  Rail- 
road Company  of  1882,  has  caused  these  presents  to  be  signed  in 
its  name  and  on  its  behalf  by  its  President  and  Treasurer,  and  its 
common  seal  to  be  affixed  hereto,  and  the  annexed  interest  coupons 
to  be  signed  by  its  Treasurer,  this  first  day  of  April,  A.  D.  eighteen 
hundred  and  eighty-three. 

The  Galveston,  Houston  and  Henderson  Railroad 

Company  of  1882, 

By  ,  President. 

Countersigned: 

'■ —  ,  Treasurer. 

[form  of  coupon.] 
On  the  first  day  bf                 A.   D.                 ,  the   Galveston,  Hous- 
ton and  Henderson  Railroad  Company  of  1882,  will  pay   the  bearer 
at  its  office  or  agency  in  the  City  of  New  York,  twenty-five   dollars, 
being  interest  for  six  months  on  bond  No. . 

> 
Treasurer. 


355 

[trustee's  certificate.] 

It  is  hereby  certified  that  this  bond  is  one  of  the  series  of  bonds 
of  one  thousand  dollars  each,  described  and  secured  by  the  mort- 
gage within  referred  to. 


Trustee. 

And    it  is  understood   and  agreed   that  the  engraved  signature  of 

said  Treasurer  upon  said  coupons  shall  be  sufficient. 

Now,  therefore,  be  it  known  that  the  said  Galveston,  Houston 
and  Henderson  Railroad  Company  of  18S2,  party  of  the  first 
in  consideration  of  the  premises  and  of  the  sum  of  one  dollar  to  it 
in  hand  paid  by  the  party  of  the  second  part,  at  or  before  the  en- 
sealing and  delivery  of  these  presents,  the  receipt  whereof  is  hi 
acknowledged,  and  in  order  to  secure  the  payment  of  the  principal 
and  interest  of  its  said  bonds  hereinbefore  described,  to  the  extent  of 
two  millions  of  dollars  and  no  more,  as  the  same  shall  become  due. 
hath  granted,  bargained,  sold,  conveyed,  assigned,  transferred  and 
confirmed,  and  by  these  presents  doth  grant,  bargain,  sell,  convey, 
assign,  transfer  and  confirm  unto  the  said  Mercantile  Trust  Com- 
pany, party  of  the  second  part,  as  trustee,  and  to  its  successor  or 
successors  in  the  trust  hereby  created,  all  and  singular  the  property, 
rights  and  franchises  of  the  said  Railroad  Company,  and  described 
as  follows,  to-wit: 

All  the  railroad  of  the  party  of  the  first  part  situated  in  the  Stale 
of  Texas,  and  extending  from  its  terminal  point  near  the  intersection 
of  Thirty-first  street  and  Market  street,  in  the  citj  of  Galveston, 
through  said  city  to  Galveston  Bay,  at  or  near  Eagle  Grove;  thence 
by  viaduct  or  bridge  across  said  bay  to  the  main  land  at  or  near 
Virginia  Point;  thence  northerly  through  the  count)  of  Galveston 
to  the  county  of  Harris,  and  to  and  into  the  city  of  Houston; 
together  with  all  and  singular  the  road  bed,  righf  of  ua\.  tracks. 
side  tracks,  turn  outs,  stations,  depots  and  depot  grounds,  shops,  en 
gine  houses,  coal  houses,  fuel  hou  .and  all  lands,  structures  and 
appurtenances  intended  for  th  1  of  the  railwa)  described;  and  all 
embankments,  fences,  culverts,  bridges,  freighl  houses  ami  other 
structures  intended  as  aforesaid;  and  all  locomotives,  freighl  ami 
passenger  cars,  hand  cars,  gravel  andconstrui  I  all  machiner) . 

tools,  implements  and    materials   intended   for  the  use  ol  said  road; 
intending  to  include  all  interest,  property,  estates,  rights  and  franchises 


356 

belonging  to  the  said  Galveston,  Houston   and   Henderson  Railroad 
Company  of  1882,  with  the  income  thereof. 

To  have  and  to  hold  all  and  singular  the  premises,  rights,  fran- 
chises, real  and  personal  property  hereby  conveyed,  with  the  ap- 
purtenances thereunto  belonging,  unto  the  said  The  Mercantile 
Trust  Company,  and  to  its  successors  in  said  trust  forever;  in  trust, 
however,  for  the  person  or  persons,  and  bodies  politic  or  corporate, 
who  shall  at  any  time  become  the  purchasers  or  holders  or  owners 
of  the  said  two  thousand  bonds,  or  any  part  thereof,  or  any  part  ot 
the  coupons  attached   thereto. 

If  the  said  Railroad  Company  of  1882,  or  its  successors  or  as- 
signs, shall  well  and  truly  pay,  or  cause  to  be  paid,  the  several  sums 
of  money  specified  in  the  several  bonds  hereinbefore  described,  as 
well  the  principal  as  the  installments  of  interest,  according  to  the 
tenor  and  effect  of  said  bonds  and  of  each  and  every  of  them,  or  if 
said  bonds  and  the  interest  payable  thereon,  become  in  anywise 
paid  or  satisfied,  then,  and  in  such  case,  the  estate,  right,  title,  inter- 
est and  demand  of  said  party  of  the  second  part,  its  successors  in 
said  trust  and  assigns,  shall  cease,  determine  and  become  void,  other- 
wise to  be  and  remain  in  full  force  and  virtue  in  law,  and  for  the 
benefit  and  security  of  the  holders  of  said  bonds  and  each   of  them. 

Until  default  be  made  in  the  payment  of  the  principal  or  interest 
of  said  bonds  or  of  some  or  any  of  them,  the  said  Railroad  Com- 
pany shall  be  permitted  to  possess,  operate,  manage  and  enjoy  said 
railroad,  with  its  appurtenances,  and  to  take  and  use  the  rents,  in- 
comes, tolls,  issues  and  profits  thereof,  in  the  same  manner  and  with 
the  same  effect  as  if  this  deed  had  not  been  executed. 

In  case  default  shall  be  made  in  the  payment  of  any  installment  of 
interest  accruing  on  said  bonds  or  any  of  them,  and  such  default 
shall  continue  for  a  period  of  six  months  after  the  maturity  thereof, 
it  shall  be  lawful  for  said  party  of  the-  second  part,  or  its  successors 
in  said  trust,  by  themselves,  their  agents,  or  attorneys,  to  enter  upon, 
take  possession  of,  manage,  operate  and  control  the  railroad  and 
property  hereby  conveyed,  by  superintendents,  receivers  and  man- 
agers thereof,  making  from  time  to  time  all  needful  repairs,  replace- 
ments, and  such  alterations,  additions  and  improvements  as  may 
seem  to  be  judicious  and  proper,  and  to  collect  and  receive  all  rents, 
tolls,  incomes,  issues  and  profits  thereof,  and,  after  deducting  the  ex- 
penses of  operating  said  railroad  and  property,  and  all  costs  of  im- 
provements, and  any  taxes  that  may  have  accrued  thereon,  as  well  as 


357 

just  and  reasonable  compensation  for  their  own  work  and  labor  in 
and  about  the  premises,  to  apply  the  moneys  arising  therefrom  to 
the  payment  of  interest  in  the  order  in  which  it  becomes  due,  and 
ratably  to  the  persons  entitled  thereto,  and  when  said  interest  so  in 
default  and  any  installment  of  interest  subsequently  maturing  shall 
be  paid  up,  then  said  party  of  the  second  part  shall  restore  the  pos- 
session of  said  railroad  to  the  said  party  of  the  first  part. 

If  default  shall  occur  in  the  payment  of  any  instalment  of  interest, 
and  such  default  continue  for  the  space  of  six  months  after  maturity 
and   demand   therefor,   then  if  a  majority  in   value  of  the  holders  of 
said  bonds  then  outstanding  and  secured   by  this   mortgage  shall  de- 
termine and  notify  said  trustee  that  they  require  that  the  principal  of 
all  said   bonds   become  at  once   due   and  payable,  said   bonds  shall 
thereby  become  due  and  payable,  notwitstanding  any  clause  contain- 
ed therein  to  the   contrary,  and    if   said    principal  sum  shall   become 
due  and  not   paid  by  said   first  party  according  to  the  tenor  of  said 
bonds,  and  upon  written   notice  by  the  holders  of  a  majority  of  the 
bonds  issued  and  outstanding  under  the  authority  hereinbefore  men- 
tioned, the  said  trustee  shall  have  the  power  to  enter  upon  and  take 
possession  of  said  railroad,  with  the  appurtenances  and   all   ami  sin- 
gular the  property  and  franchises  hereby  mortgaged,  and  the  agents 
of  the  said  Railroad  Company  are  hereby  authorized  and  required  to 
deliver   up  the  same;  and   said   trustees  shall  cause  said    mortgaged 
premises  to  be  sold  at  public  auction  at  the  City  of  New  York,  or  at 
the  city  of  Galveston,  Texas,  as  may  be  directed  by  the  holders  In 
interest  of  a  majority  of  said  bonds,  giving  at  least  three  months'  no 
tice  of  the  time  and  place  and  terms  of  sale,  and  of  the  specific  prop 
erty  to  be  sold,  publishing  the  same  in  two   daily  newspapers  in  said 
City  of  New  York,  and  one  in  the  cities  of  Galveston  .md  Houston, 
Texas;  to  adjourn  said   sale  from  time   to  time  if  necessary  in  then 
opinion;  and  if  the  same  shall  be   adjourned,  to  sell   without  further 
notice  of  the  time  and  place  of  sale,  and  to  execute  to  the  purchaser 
or  purchasers  a  good  and  sufficient  deed  in  fee  simple  lor  the  same, 
which  shall  be  a  bar  against  the  party  of  the    first    part  and  all  per 
sons  claiming  by,    through  or  under  it,  of  all  right,  title,  claim  or  i\v 
mand  in  and  to  the  mortgaged  premises,  or  any  part  thereof,  and  out. 
of  the  proceeds  of  such  sale  and  the   income  thai  may  have  been  re 
ceived  for  the  use,  operation  and  management  of  said   road  while  in 
possession  of  such   trustees,  after  deducting   just   allowances  and  ex 
penses,  as  in  the   preceding  article    mentioned,   to   pay,  lir^t.  the   in 
terest;  and  second,  the   principal  of  said   bonds,  ratably,  and  with 


358 

due  regard  to  the  successive  maturity  of  different  series  of  coupons, 
as  far  as  said  proceeds  will  go  for  that  purpose;  and  in  case  any 
surplus  should  remain,  to  pay  the  same  over  to  the  party  of  the  first 
part.  But  in  case  it  shall  not  be  deemed  proper  or  expedient  to 
seize  and  sell  the  premises  hereby  mortgaged  in  pursuance  of  the 
power  herein  granted,  then  it  shall  be  the  duty  of  said  trustee  to  pro- 
ceed, in  any  proper  tribunal,  to  foreclose  said  mortgage  according  to 
the  usual  and  established  principles  of  law  and  equity;  but  it  is  ex- 
pressly understood  and  agreed  between  the  parties,  that  in  no  case 
whatever  shall  the  party  of  the  first  part  claim  any  right  or  advantage 
by  reason  of  any  valuation,  appraisement,  stay  or  extension  laws  that 
now  exist  or  may  hereafter  be  enacted;  and  said  first  named  party 
hereby  releases  to  the  second  party  all  and  every  such  right,  claim 
and  demand,  and  hereby  further  agrees  that  it  will  neither  apply 
for  an  injunction  nor  any  stay  of  proceedings,  to  arrest  or  prevent 
such  sale  from  being  made  or  possession  being  taken  as  hereinbefore 
provided. 

It  is  hereby  expressly  declared  that  this  instrument  is  made,  and 
the  trust  herein  declared  upon  condition,  that  if  any  sale  shall  be 
made  under  and  by  virtue  of  this  mortgage,  whether  by  judicial  de- 
cree of  foreclosure,  or  in  execution  of  the  trust  so  created,  either  by 
judicial  decree  or  otherwise,  the  holders  of  a  majority  of  the  said  bonds 
then  outstanding  shall  have  the  right  to  have  said  premises,  and  all 
property  herein  embraced,  purchased  for  the  use  and  benefit  of  all 
the  holders  of  said  then  outstanding  bonds. 

In  case  such  sale  shall  be  made  by  any  person  or  officer  other  than 
the  trustee  herein  named,  or  its  successors,  then  the  holders  of  the 
majority  of  said  bonds  outstanding  shall  have  the  right,  by  notice  in 
writing,  to  require  the  said  trustee,  or  its  successors,  to  make  such 
purchase  on  such  terms  as  they  in  said  notice  shall  prescribe.  And  in 
case  said  sale  shall  be  made  by  said  trustee,  then  the  holders  of  a 
majority  of  said  outstanding  bonds  shall  have  the  right  to  appoint 
any  other  person  whom  they  may  choose  to  make  such  purchase  on 
such  terms  as'  they  may  prescribe.  If  any  person  other  than  such 
trustees  shall  be  so  appointed,  such  appointment  and  the  terms  of 
purchase  shall  be  in  writing,  a  copy  of  which  writing  shall  be  deliv- 
ered to  said  trustee,  or  its  successor,  before  such  sale. 

And  if  the  holders  of  a  majority  of  said  outstanding  bonds  shall 
elect  to  have  said  purchase  made  as  aforesaid,  and  shall  prescribe 
the  terms  on  which  they  desire  to  make  the  same,  then  it  shall  be  the 


359 

duty  of  said  trustee,  or  its  successors,  or  such  other  person  as  may  be 
appointed  as  aforesaid,  to  make  such  purchase  if  the  same  can  be  made 
on  the  terms  so  prescribed,  and  having  so  purchased  said  premises 
and  property,  the  right  and  title  thereto  shall  vest  in  the  said  trustee 
or  person  so  purchasing,  for  the  use  aforesaid,  and  no  bondholder 
shall  have  any  claim  to  the  said  premises  or  property,  or  the  pro- 
ceeds thereof,  except  his  pro  rata  share  therein,  as  represented  by  a 
new  company  or  corporation,  to  be  formed  for  the  use  and  benefit 
of  the  holders  of  all  said  bonds  then  outstanding.  And  said  trustee, 
or  person  making  said  purchase,  shall  take  such  lawful  measures  as 
may  be  deemed  for  the  interest  of  all  said  bondholders  to  organize  a 
new  company  or  corporation;  said  company  or  corporation  to  be  so 
organized  upon  such  terms,  conditions  and  limitations,  and  in  such 
manner  as  the  holders  of  a  majority  of  said  outstanding  bonds  shall 
in  writing  request  or  direct.  And  thereupon  the  said  trustee,  or 
other  person  making  said  purchase,  shall  convey  said  premises  and 
property  to  the  new  company  or  corporation.  And  it  is  hereby  de- 
clared that  all  persons  who  shall  claim  any  interest,  benefit  or  ad- 
vantage by  virtue  of  this  instrument,  or  the  trust  thereby  created, 
shall  take  the  same,  subject  to  all  the  terms  herein  contained,  and 
subject  to  all  the  rights  and  powers  conferred  by  this  instrument  on 
the  holders  of  a  majority  of  the  bonds  hereby  secured. 

In  case   of  the   resignation   or  incapacity   of   the    trustee,  .  herein 
named   to   act  as  trustee,  or    in  case  of  the  death,  resignation  or  in- 
capacity to  act  of  any  successor  of  said  trustee,  it  shall  be  the    duty 
of  the  Board  of  Directors  of  said  Railroad  Company  of   iSSj,  imme- 
diately   thereafter,  to    make    application   to   some   proper    Court    ^\ 
Record,  at  the  county  where  the  general  office  of  said  Railroad  Com 
pan y  of  1882  is  located,  for  the  appointment   of  some  suitable  per- 
son, persons  or  corporation  to   become  the  successor  ol  said    trus- 
tee, and  thereupon  the  person,  persons  or  corporation  so  appointed 
shall  be  and  are  hereby  vested  with  all   the  estate,  rights   and   pri\ 
ileges,  and  liable  to  all  the  duties  by  this  instrument  conferred   upon 
or  to  the  party  of  the  second  part,  to  the  same  extent  as  if  each  pel 
son,  persons  or  corporation  were  herein   named. 

It  is  hereby  agreed  and  understood  thai  for  the  better  assurance 
to  the  party  of  the  second  part,  and  to  the  holders  of   the  bonds    se- 
cured  by    this  instrument,  the   party   of  the   first  part  agrees  thai  it 
will,  on  demand,  at  any  and  all    times    hereafter,  make,  executi 
deliver   all   such   other  and    further   conveyances  and  assui      • 


360 

the  better  assuring  unto  the  said  trustee  and  its  successor  or  succes- 
sors in  the  trust  hereby  created,  the  said  railroad,  with  appurte- 
nances, equipment  and  property  hereinbefore  described,  or  intended 
so  to  be,  and  all  other  property  belonging  to  said  party  of  the  first 
part,  now  owned  or  hereafter  to  be  acquired,  as  above  provided  and 
set  forth,  or  any  and  all  the  franchises  now  held  or  hereafter  to  be 
acquired  by  the  party  of  the  first  part,  as  said  trustee,  or  its  succes- 
sors, by  their  counsel  shall  reasonably  advise,  devise  or  require. 

Whenever  it  shall  happen,  irom  changes  required  to  be  made  in 
said  railroad  and  appurtenances,  that  any  parcels  of  property, 
whether  real  or  personal,  have  become  unnecessary  or  useless  to  the 
said  Railroad  Company  of  1882  for  its  business,  by  reason  of  change 
of  line  or  depot,  or  other  grounds,  or  when  any  of  the  personal 
property  shall  become  worn  out  or  inefficient  and  unnecessary  to  the 
operation  of  said  railroad,  then  and  in  such  case  it  shall  be  lawful 
for  the  Directors  of  said  Railroad  Company  of  1882  to  make  sales, 
exchanges  or  other  disposition  of  such  parcels  of  real  or  personal 
property  as  they  may  deem  for  the  best  interest  of  said  Railroad 
Company,  and  upon  the  sale  of  such  property,  the  purchase  money 
shall  be  received  by  said  trustee,  its  successor  or  successors  in  said 
trust,  subject  to  the  trusts  and  provisions  of  these  presents;  or,  in 
case  other  property  shall  be  acquired,  by  exchange  or  otherwise,  to 
replace  the  property  so  sold  or  disposed  of  by  said  Railroad  Com- 
pany, the  property  so  acquired  shall  be  held  subject  to  the  lien  of 
this  mortgage,  as  if  it  was  the  property  of  said  Railroad  Company 
of  1882  at  the  date  hereof;  and  the  parcels  of  property  so  sold  and 
disposed  of  by  said  Directors  shall  be  exempt  from  the  lien  herein 
created. 

It  is  further  agreed  that  the  said  trustee  shall  not  be  required  to 
take  any  action  under  this  deed,  in  the  event  of  default,  until  the 
party  asking  such  action  shall  have  indemnified  such  trustee  for 
expenditure  necessarily  involved. 

In  witness  whereof,  the  said  party  of  the  first  part,  that  is  to  say, 
the  said  Galveston,  Houston  and  Henderson  Railroad  Company  of 
1882,  has  caused  these  presents  to  be  signed  in  its  incorporate  name 
by  W.  H.  Harding,  its  President,  countersigned  by  D.  S.  H.  Smith, 
its  Treasurer,  and  attested  by  D.  S.  H.  Smith,  its  Secretary,  and  has 
caused  the  corporate  seal  of  said  Company  to  be  hereto   affixed,  as 


361 

authorized  and  directed  by  its  Board  of  Directors,  the  day  and  year 
above  written. 

THE  GALVESTON,  HOUSTON  AND  HENDERSON 

RAILROAD  COMPANY  OF  1882, 

LL-  s-]  By  W.  H.  Harding, 

President. 
Countersigned: 

D.  S.  H.  Smith, 

Treasurer. 
Attest: 

D.  S.  H.  Smith, 

Secretary. 

THE  MERCANTILE  TRUST  COMPANY, 
[l-  s.]  By  Louis  Fitzgerald, 

President. 
Attest: 

H.  C.  Deming, 

Secretary. 


State  of  Texas,     ) 

r  SS 

County  of  Galveston.  ) 

Be  it  remembered,  that  on   this  5th  day  of  April,  1883,  personally 
came  before  me,  the  undersigned,  a  Notary  Public  within  and  for  the 
county  aforesaid,  W.  H.  Harding,  who,  being  by  me  duly  sworn,  did 
depose  and  say  that  he  is  the   President  of  the  Galveston,  Houston 
and  Henderson  Railroad  Company  of  1882,  grantor  in  the  foregoing 
instrument;  that  the  name  of  said  Company  is  signed  to  said  in  stru 
ment  by  him  and  by  virtue  of  the  order  of  the  Board  of  Directors  of 
said  Company,  as  President  thereof;  that  the  seal  of  the  Company  at 
tached  thereto  is  the  proper  and  genuine  seal  of  the  said  Railway  <  lorn- 
pany,  and   is   affixed   thereto   by  order  of  said    Hoard    oi    Directors 
And  the  said  W.  H.  Harding,  the  President,  acknowledged  the  fore 
going  instrument  to   be  the   act  and   deed  <»t   the  Galveston,  Hous 
ton   and    Henderson    Railroad    Company  oi   1882   for  the  uses  and 
purposes  therein  expressed. 

In  witness  whereof,  I  have   hereunto  set    my  hand  and  affixed   my 
notarial  seal  of  office,  this  5th  day  of  April.  A.  D.  [883. 

W'.m.  1 1.  John  30N, 
[l.  s.]  Notary  Public  for  Galveston  County,  state  of  Texas. 


362 


State  of  Texas,       ) 

>  ss. 
on, 


County  of  Galveston, 

Be  it  remembered,  that  on  this  5th  day  of  April,  1883,  personally 
came  before  me,  the  undersigned,  a  Notary  Public  within  and  for 
the  county  aforesaid,  D.  S.  H.  Smith,  who,  being  by  me  duly  sworn, 
did  depose  and  say,  that  he  is  the  Treasurer  of  the  Galveston,  Hous- 
ton and  Henderson  Railroad  Company  of  1882,  grantor  in  the  fore- 
going instrument;  that  he  countersigned  said  instrument  by  order  of 
the  Board  of  Directors. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  of  office,  this  fifth  day  of  April,  A.  D.  1883. 

Wm.  H.  Johnson, 
[l.  s.]  Notary  Public  for  Galveston  County,  State  of  Texas. 


The  State  of  Texas, 
County  of  Galveston. 

Be  it  remembered,  that  on  this  5th  day  of  April,  1883,  personally 
came  before  me  the  undersigned,  a  notary  public  within  and  for  the 
county  aforesaid,  D.  S.  H.  Smith,  who  being  by  me  duly  sworn,  did 
depose  and  say,  that  he  is  the  Secretary  of  the  Galveston,  Houston 
and  Henderson  Railroad  Company  of  1882,  grantor  named  in  the 
foregoing  instrument;  that  he  attested  said  instrument,  and  affixed 
the  seal  of  said  Company  thereto  by  order  of  the  Board  of  Direc- 
tors thereof. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
notarial  seal  of  office,  this  5th  day  of  April,  A.  D.  1883. 

Wm.  H.  Johnson, 
[l.  s.]  Notary  Public  for  Galveston  County,  State  of  Texas. 


State  of  New  York,  ) 

r  SS 

City  and  County  of  New  York,  ) 

Be  it  remembered,  that  on  this  12th  day  of  April,  A.  D.  1883,  be- 
fore me,  William  H.  Clarkson,  a  Commissioner  of  Deeds  of  the  State 
of  Texas  in  and  for  the  State  of  New  York,  residing  in  said  City  of 
New  York,  personally  appeared  Louis  Fitzgerald,  President  of  the 
Mercantile  Trust  Company  aforesaid,  and  H.  C.  Deming,  Secretary 
of  the  same  Company,  to  me  well  known  to  be  the  individuals  de- 
scribed in,  and  who  executed  the  foregoing  instrument,  and  they  ac- 
knowledged  to  me  that  they  executed  the  said  instrument,  bearing 


363 

date  on  the  first  day  of  April,  A.  D.  1883,  for  the  uses,  purposes,  and 
considerations  therein  stated,  and  that  the  same  is  their  act  and  deed 
and  the  act  and  deed  of  the  Mercantile  Trust  Company  aforesaid. 

And  the  said  Louis  Fitzgerald  and  H.  C.  Deming,  being  by  me 
first  duly  sworn,  they  did  depose  and  say,  that  [he,]  the  said  Louis 
Fitzgerald,  was  the  President  of  the  said  Mercantile  Trust  Company; 
that  he,  the  said  H.  C.  Deming,  was  the  Secretary  of  the  same  Com- 
pany; that  the  seal  affixed  to  the  foregoing  instrument  was  the  cor- 
porate seal  of  said  Company;  [that  it  was  affixed  thereto  by  order  of 
the  Board  of  Directors  of  said  Company,]  and  that  they  signed  their 
names  thereto  by  the  like  order  as  the  President  and  Secretary  of  said 
Company,  respectively. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  12th  day  of  April,  A.  D.  1883. 

William  H.  Clarkson, 
[l.  s.]  Commissioner  for  the  State  Texas  in  New  York, 

117  Broadway,  N.  Y.  City. 


The  Galveston,  Houston  and  Henderson  Railroad  Company 

OK  1882. 


INTERNATIONAL  AND  GREAT  NORTHERN  RAILROAD 

COMPANY. 


LEASE. 

Dated  March  3,   18S3. 


THIS  INDENTURE,  Made  on  the  6th  day  of  March,  1883, 
between  the  Galveston,  Houston  and  Henderson  Railroad 
Company  of  1882,  of  the  first  part,  and  the  International  and 
Great  Northern  Railroad  Company,  of  the  second  part: 

Whereas,  The  railroads  of  the  parties  hereto  connect  with  each 
other  at  the  city  of  Houston,  in  the  county  of  Harris,  State  of 
Texas,  and  the  party  of  the  second  part  having  the  right  by  its  char- 
ter to  maintain  and  operate  a  line  to  the  city  of  Galveston,  in  said 
State,  and  the  said  parties  are  desirous  of  entering  into  a  lease  and 
contract  with  each  other  in  respect  to  the  use,  management  and  work- 
ing of  the  railroad  of  the  party  of  the  first  part; 

Now,  this  Indenture  witnesseth: 

That  the  party  of  the  first  part,  for  and  in  consideration  of  the 
covenants  and  agreements  on  the  part  of  the  said  party  of  the  sec- 
ond part,  hereinafter  set  forth,  have  leased,  demised,  and  to  farm-let, 
and  by  these  presents  do  lease,  demise  and  to  farm-let  unto  the  party 


3^5 

of  the  second  part  the  entire  corporate  property  of  the  said  Rail- 
road Company,  the  party  of  the  first  part,  used  for  railroad  purposes, 
together  with  all  its  franchises  and  privileges,  the  railroad  now  con- 
structed and  to  be  hereafter  constructed,  now  held  and  acquired  and 
to  be  hereafter  acquired,  situated  in  the  State  of  Texas,  and  now 
extending  from  its  terminal  point  near  the  intersection  of  Thirty- 
first  street  and  Market  street,  in  the  city  of  Galveston,  through  said 
city  to  Galveston  Bay,  at  or  near  Eagle  Grove;  thence  by  viaduct  or 
bridge  across  said  bay  to  the  mainland  at  or  near  Virginia  Point; 
thence  northerly  through  the  county  of  Galveston  to  the  county  of 
Harris,  and  to  and  into  the  city  of  Houston  through  Mc  Kinney 
street,  or  any  other  street  in  the  city  of  Houston,  to  a  point  which, 
if  the  road  is  extended  in  that  general  direction,  will  connect  and 
intersect  with  the  Houston  and  Texas  Central  Railroad,  and  with  the 
Houston  and  Great  Northern  Railroad.  Also  from  a  point  near 
Rusk  street,  in  the  city  of  Houston;  thence  in  a  northerly  direction, 
crossing  Buffalo  bayou  at  or  near  Railroad  street  or  avenue,  to  a 
point  of  connection  with  the  main  line  of  the  Houston  and  Texas 
Central  Railroad.  Also  through  any  other  locality  or  street  in  the 
cities  both  of  Galveston  and  of  Houston,  through  or  over  which  the 
railroad  of  this  Company  does  now  run  or  may  hereafter  be  located, 
embracing  and  including  the  bridge  extending  across  Galveston  Bay 
from  said  Eagle  Grove  to  Virginia  Point,  and  all  franchises  and 
rights  appertaining  thereto  or  connected  therewith,  and  also  the 
bridge  across  Buffalo  bayou,  and  all  other  bridges  upon  the  line  of 
railroad  herein  embraced,  and  all  renewals,  rebuilding,  replacements 
of  said  bridges,  or  either  or  any  of  them,  whether  located  upon  the 
present  sites  thereof  or  anywhere  near  the  same,  provided  the  same 
are  used  for  railroad  purposes  by  this  Railroad  Company,  or  any 
successor  or  assigns  thereof,  then  the  said  bridge  or  said  replaced  or 
renewed  bridges  are  hereby  declared  to  be  embraced  in  this  li 
also  all  the  branch  roads  and  sidings,  depots,  stations,  buildings,  ma 
chine  and  other  shops,  also  all  the  right  oi  wa\  and  land  occupied  by 
said  railroad  and  appurtenances  thereto  belonging,  and  all  the  lands 
acquired  and  appertaining,  or  which  maj  hereafter  be  acquired  and 
appropriated  for  station  houses,  depots,  engine  houses,  car  houses, 
warehouses,  machine  shops,  work  shops,  superstructures,  erections 
and  fixtures,  together  with  all  the  appurtenances,  rights  and  privileges 
thereunto  belonging,  at  any  and  all  points  on  said  road;  and  also  all 
and  singular  the  locomotives,  tenders,  passenger  cars,  freight 
and  every  and  all  other  cars,  carriages,  tools,  machinery,  wood 


366 

and  fuel,  and  all  other  equipments  for  said  railroad  now  owned  or 
which  may  be  hereafter  owned  by  said  Company;  and  also  all  goods 
and  chattels  or  supplies  now  owned,  or  which  may  be  hereafter 
owned  by  said  Company,  and  in  any  way  relating  or  appertaining  or 
belonging  to  or  connected  with  said  railroad,  or  the  running  or 
operating  of  the  same;  and  also  all  rents,  issues,  incomes,  tolls, 
profits,  currency,  moneys,  rights,  benefits  and  advantages  derived  or 
to  be  derived,  had  or  received  therefrom  by  said  Company  in  any 
way  whatsoever;  excepting,  however,  from  the  demised  premises  all 
lands  owned  or  held  by  the  party  of  the  first  part,  as  well  as  other 
property  not  needed  in  connection  with  or  necessary  to  the  main- 
tenance, use  and  operation  of  said  demised  railroad. 

To  have  and  to  hold  the  said  demised  property,  real  and  per- 
sonal, unto  the  said  party  of  the  second  part,  its  successors  and  as- 
signs, to  and  for  the  full  end  and  term  of  ninety-nine  (99)  years 
from  the  date  hereof,  fully  to  be  completed  and  ended. 

That  in  consideration  of  the  premises,  and  in  further  considera- 
tion that  the  party  of  the  second  part  has  agreed  to  and  does  guaran- 
tee to  the  holders  thereof,  at  maturity,  the  prompt  payment  of  the 
principal  and  interest  of  two  thousand  of  the  five  per  cent,  thirty 
year  first  mortgage  bonds,  about  being  issued  by  the  party  of  the 
first  part,  of  one  thousand  dollars  each,  aggregating  two  millions  of 
dollars  of  principal,  the  party  of  the  first  part  hereby  covenants  and 
agrees  that  the  party  of  the  second  part  shall  at  all  times  during  the 
term  aforesaid  have  full  and  exclusive  power,  right  and  authority  to 
use,  manage  and  work  the  said  railroad  of  the  said  party  of  the  first 
part,  and  shall  have  the  right  to  fix  the  lawful  tolls  thereon;  and 
further,  that  the  said  party  of  the  second  part  shall  have  full,  free 
and  exclusive  right  to  charge  and  collect  all  of  the  said  tolls  on,  and 
freight  charges  and  dues  to  accrue  from  said  railroad  during  said 
term,  and  to  appropriate  the  same  in  the  way  and  manner  hereinafter 
mentioned,  and  shall  have,  use,  exercise  and  enjoy  all  the  rights, 
powers  and  authority  aforesaid,  and  all  other  lawful  powers  and 
privileges,  which  can  or  may  be  lawfully  exercised  and  enjoyed  on 
and  about  the  said  demised  railroad  and  property,  as  exclusively, 
fully  and  amply  as  the  same  might  or  could  have  been  used,  exer- 
cised and  enjoyed  by  the  said  party  of  the  first  part,  had  this  lease 
and  contract  not  have  been  made;  and  as  exclusively,  fully,  amply  and 
entirely  as  the  said  party  of  the  first  part  have  authority  by  law  to 
errant  the  same. 


36/ 

And  in  consideration  of  the  premises,  the  party  of  the  second 
part  hereby  covenants  and  agrees  to  and  with  the  said  party  of  the 
first  part  as  follows,  viz: 

First.  That  the  party  of  the  second  part  shall  and  will  at  all  times 
during  the  continuance  in  force  of  these  presents,  work,  use,  manage, 
maintain,  operate,  and  keep  in  public  use  the  railroad  of  the  party 
of  the  first  part,  with  the  appurtenances,  and  will  work,  use  and 
efficiently  operate  the  said  railroad  and  appurtenances;  and  shall 
and  will  use  all  reasonable  diligence  to  collect  and  receive  all  the 
said  tolls,  freight  charges  and  dues  which  shall  accrue  as  aforesaid. 
and  apply  and  appropriate  the  same  in  the  way  and  manner  follow- 
ing, to-wit:  (i)  To  the  payment  of  the  annual  cost  of  repairing, 
maintaining  and  perpetuating  for  public  use  the  said  railroad  with 
its  equipments  and  property  appurtenant  thereto;  and  the  expenses 
of  working,  using,  managing,  maintaining,  operating  and  running  the 
same,  excluding  reasonable  compensation  for  the  use  of  the  engines 
and  cars  actually  employed  thereon,  but  not  owned  by  the  party  of 
the  first  part;  and  the  cost  of  any  new  equipment,  side  tracks,  sta- 
tions, depots,  lands  and  reasonable  or  necessary  betterments  of  every 
kind  that  the  party  of  the  second  part  may  from  time  to  time  deem 
necessary  to  procure  or  provide  for  the  business  of  said  road;  and 
also  including  premiums  for  insurance,  and  all  tolls,  taxes  and  as- 
sessments, now  or  hereafter  levied  or  assessed  under  the  laws  of  the 
United  States  and  of  the  State  of  Texas,  upon  fhe  traffic  passing 
over  the  said  railroad  and  upon  the  property  of  the  party  of  the 
first  part,  now  or  hereafter  acquired  by  the  party  of  the  second  part, 
by  and  under  this  lease.  (2)  To  the  payment  of  the  necessary  ex- 
penses of  maintaining  the  organization  of  the  Galveston,  Houston 
and  Henderson  Railroad  Company,  including  the  maintenance  of 
necessary  offices  and  agency.  (3)  To  the  payment  of  the  principal 
and  interest  as  the  same  shall  respectively  become  due  and  payable 
from  time  to  time  upon  the  bonds  of  the  Galveston,  Houston  and 
Henderson  Railway  Company,  to  the  amount  of  two  millions  of  dol- 
lars ($2,000,000),  issued  by  said  first  party  and  secured  by  a  certain 
mortgage  or  deed  of  trust  of  said  Company,  of  date  the  firsl  daj  of 
April,  1883,  and  guaranteed  by  said  party  of  the  second  part.  Pro 
vided,  however,  that  this  clause  is  not  intended  and  shall  not  have 
the  effect  of  preventing  said  party  of  the  first  part,  with  the  consent 
of  the  second  party  and  the  holders,  from  funding  the  principal  of 
said  bonds  at  maturity,  or  any  pari  thereof,  into  new  bonds,  on  such 
terms  as  may  be  agreed  upon.     (4)  To  pay  an)  surplus  remaining  to 


368 

the  Galveston,  Houston  and  Henderson  Railroad  Company,  the  said 
party  of  the  first  part. 

Second.  If  after  payment  of  the  annual  cost  of  repairing  and 
operating  the  property  hereby  conveyed,  the  compensation  for  leased 
rolling  stock,  the  cost  of  new  equipments,  tracks,  depots,  lands,  and 
all  other  necessary  betterments,  the  premiums  for  insurance,  the  tolls, 
taxes  and  all  other  expenses  which  the  party  of  the  second  part  has 
hereintofore  covenanted  to  pay,  the  net  earnings  or  revenue  of  the 
property  covered  by  this  lease  shall  not  be  sufficient  to  pay  off  and 
discharge  the  principal  of  the  mortgage  aforesaid  and  the  interest 
accruing  upon  bonds  issued  thereunder  from  time  to  time,  the  In- 
ternational and  Great  Northern  Railroad  Company,  the  said  party 
of  the  second  part,  hereby  covenants  to  advance  such  sums  from 
time  to  time  as  may  be  necessary,  and  pay  such  arrearages,  and 
charge  the  same  to  the  party  of  the  first  part. 

Third.  That  the  party  of  the  second  part  shall  and  will  at  all 
times  during  the  hereby  demised  term,  keep  the  buildings  upon  the 
lands  hereby  demised  insured  in  the  usual  manner  against  loss  by 
fire,  paying  the  premiums  thereof,  as  aforesaid,  and  will  keep  the 
said  demised  railroad,  equipments  and  property  in  good  order  and 
repair,  and  will,  at  the  expiration  of  the  hereby  demised  term,  or 
other  sooner  determination  of  this  lease  and  contract,  yield  and  de- 
liver up  the  hereby  demised  railroad  and  appurtenances  in  the  same 
good  order  and  repair  that  the  same  are  now  in,  or  may  be  put  in 
during  the  hereby  demised  term,  casualties,  acts  of  God,  and  the  ele- 
ments and  reasonable  wear  and  tear  excepted. 

Fourth.  That  the  party  of  the  second  part  shall  keep  accurate 
accounts  of  all  the  business,  receipts  and  revenues  -arising  from  the 
said  demised  railroad  and  property,  and  all  the  expenses  of  operat- 
ing the  same,  and  their  books  relating  thereto  shall  be  subject  to  the 
examination  of  the  President  and  Vice-President  of  the  party  of  the 
first  part,  or  of  any  agent  duly  authorized  by  them  to  examine  the 
same;  and  the  party  of  the  second  part  shall  furnish  to  the  party  of 
the  first  part  such  reports  and  accounts  as  may  be  required  from 
time  to  time  by  the  stockholders. 

Fifth.  That  the  President,  Vice-President  and  Committees  of  the 
Board  of  Directors,  and  all  duly  appointed  agents  of  the  party  of 
the  first  part,  shall  have  the  right  to  travel  at  all  times  without  charge 
over  the  said  demised  railroad  for  the  purpose  of  ascertaining  as  to 


369 

the   business  and  management  of  the  said  railroad,  and  reporting 
thereon  to  the  party  of  the  first  part. 

Sixth.  It  is  understood  and  agreed  that  in  case  a  plan  or  agree- 
ment shall  be  perfected  and  entered  into  for  the  management  and 
operation  of  the  railroads  of  the  parties  hereto,  or  either  of  them, 
with  other  Southwestern  railways  under  one  organization,  or  com- 
pany, this  lease  shall  thereupon  at  the  election  of  the  lessee,  with  the 
approval  of  the  Missouri,  Kansas  and  Texas  Railway  Company,  and 
the  Missouri  Pacific  Railway  Company,  cease  and  determine. 

Seventh.  This  lease  shall  become  binding  on  the  party  of  the  sec- 
ond part  only  when  it  shall  have  been  approved  by  the  Missouri, 
Kansas  and  Texas  Railway  Company,  lessee  of  the  party  of  the  sec- 
ond part,  and  also  by  the  Missouri  Pacific  Railway  Company,  lessee 
of  the  said  The  Missouri,  Kansas  and  Texas  Railway  Company. 

Eighth.  That  if  any  difference  shall  arise  in  relation  to  this  lease 
and  contract  of  the  parties  hereto,  each  of  said  parties  shall  select  a 
referee  of  experience  and  skill  in  railway  managements,  and  the  said 
referee  shall  select  another  of  like  experience  and  skill,  and  the  three 
so  chosen  shall  hear  and  decide  such  difference,  and  their  decision 
shall  be  final  and  conclusive  upon  the  parties  hereto. 

In  witness  whereof,  the  parties  hereto  have  caused  their  corporate 
names  to  be  hereunto  subscribed  by  their  Presidents,  respectively, 
and  their  corporate  seals  to  be  hereunto  affixed,  attested  by  their 
Secretaries,  respectively,  this  day  of  1883. 


THE  DALLAS  AND  WICHITA 


RAILROAD  COMPANY. 


-4^»  ■»     * 


The  Dallas  and  Wichita  Railroad  Company  was 
incorporated  by  an  act  of  the  Legislature  of  Texas,  ap- 
proved December  2d,  1871.  (See  Special  Laws  12th 
Legislature,  second  session,  page  241.) 

By  this  act  of  incorporation  said  Company  was  cm- 
powered  to  construct  and  maintain  a  railway,  commenc- 
ing at  the  city  of  Dallas,  Dallas  county,  Texas,  and 
running  thence  westwardly  to  Red  River,  to  or  near  the 
mouth  of  the  Wichita  river,  where  it  empties  into  R<  <] 
River;  and  also  to  connect  their  road,  by  running  west- 
wardly from  the  said  city  of  Dallas,  with  any  other  rail- 
road, chartered  by  the  State  of  Texas,  running  to  1  li- 
near the  direction  of  El  Paso. 

By  act  of  the  Legislature,  passed  May  24,  1 S 7 3 ,  the 
said  original  act  of  incorporation  was  amended  l>y  an  act 
entitled  "An  act  to  be  entitled  'An  act  to  amend  an  act 
to  incorporate  the  Dallas  and  Wichita  Railroad  Compa 
ny;'  and  to  aid  in  the  construction  of  said  road."  (See 
Special  Laws  13th  Legislature,  page  566.) 

The   second  section  of  this  act  amended    the  second 
section  of  the  original  act,  investing  said  Company  with 
the  power  to  construct  and    maintain   a  railway,   com 
mencing  at  the  city  of  Dallas  and  running  thence  north 


372 
westwardly   to  the  town  of  Denton,    in  Denton  county; 

thence,  continuing-  northwestwardly,  to  any  point  on  the 
waters  of  the  Red  or  Canadian  rivers,  within  the  territo- 
ry of  the  State  of  Texas,  that  may  be  determined  upon 
by  said  Company. 

This  last  amended  act  of  incorporation  was  again 
amended,  by  an  act  of  said  Legislature,  approved  Feb- 
ruary 27th,  1875.  (See  special  Laws  14th  Legislature, 
second  session,  page  44.)  By  the  third  section  of  this 
act  said  Company  was  invested  with  the  right  to  con- 
struct and  maintain  certain  branch  railroad  lines. 

On  July  29th,  1876,  an  act  for  the  relief  of  the  Dallas 
and  Wichita  Railroad  Company  was  passed  by  the  Leg- 
islature of  Texas,  by  the  terms  of  which  the  limitation  of 
time  required  by  the  charter  of  the  Company  and  the 
laws  of  the  State,  for  the  completion  of  the  road,  or  any 
particular  section  thereof,  was  extended  and  enlarged 
for  the  term  of  twelve  months,  in  addition  to  the  time 
fixed  in  and  by  said  charter  and  laws,  for  the  completion 
of  the  same.    (See  Special  Laws  15th  Legislature,  p.  5.) 

On  June  5th,  1877,  the  Dallas  and  Wichita  Railroad 
Company  issued  250  bonds,  of  $1000  each,  all  bearing 
date  June  5th,  1877,  with  coupons  for  annual  interest 
attached.  These  bonds  were  secured  by  a  deed  of  trust 
executed  by  the  Company,  which  conveyed  to  Thomas 
Allen  and  George  Nettleton,  trustees,  all  of  the  property 
of  the  said  Dallas  and  Wichita  Railroad  Company,  in- 
cluding its  franchises.  This  mortgage  was  foreclosed, 
and  a  decree  of  foreclosure,  ordering  sale  of  said  prop- 
erty, was  made  and  entered  by  the  Circuit  Court  of  the 
United  States  for  the  Northern  District  of  Texas.  Sam- 
uel J.  Adams  was  made  Special  Master  to  make  sale  of 
said  property. 


3/  O 


On  the  5th  day  of  May,  1880,  the  Special  Master 
made  report  to  the  Court,  stating  that  on  the  first  Tues- 
day of  May,  1880,  he  had  sold  said  railroad,  franchises 
and  property,  including  its  land  grant,  to  the  highest 
bidder  for  cash;  that  J.  L.  Leonard  became  the  purchas- 
er of  the  land  grant,  paying  the  sum  of  $3000,  and  that 
John  C.  Brown,  Frank  S.  Bond  and  J.  G.  Graves  had 
purchased  the  remaining  property,  it  being  declared  that 
J.  G.  Graves  had  an  interest  in  said  property,  so  bid  off, 
equal   to  -|^-  of  the  whole. 

The  sale  so  made  by  said  Adams  was  subsequently 
confirmed  by  the  Court. 

John  C.  Brown  and  Frank  S.  Bond  reorganized  the 
Company,  under  the  charter  of  the  Dallas  and  Wichita 
Railroad  Company,  under  the  provisions  of  Art.  4250  of 
the  Revised  Statutes  of  the  State  of  Texas,  said  articles 
of  reorganization  bearing  date  July  1 6th,  1880. 

At  a  meeting  of  the  Board  of  Directors,  held  on  the 
27th  of  September,  1880,  acting  in  pursuance  of  author- 
ity conferred  by  the  stockholders,  at  a  meeting  held  on 
the  same  day,  the  executive  officers  of  the  Company 
were  authorized  to  issue  bonds  of  the  Company,  lor  one 
thousand  dollars  each,  at  the  rate  of  eight  thousand  dol- 
lars per  mile,  for  the  forty  miles  of  road  between  Dallas 
and  Denton,  to  be  secured  by  a  mortgage  upon  the 
property  and  franchises  of  the  Company.  The  Fidelity 
Insurance,  Trust  and  Deposit  Company,  of  Philadelphia, 
was  named  as  the  trustee  in  the  mortgage. 

At  a  meeting  of  the  stockholders  of  the  Company, 
held  December  15th,  iSSi,  the  Board  of  Directors  ol 
the  Company  were  authorized  to  issue  coupon  bonds, 
not  exceeding  twenty  thousand  dollars  per  mile,  lor  <m<- 
thousand  dollars  each,  to  bear  interest  at  the  rate  oi  six 
per  cent,  per  annum,  payable  semi-annually;    and  t<>  se 


374 

cure  the  payment  of  said  bonds  and  interest,  to  execute 
a  first  mortgage  on  the  corporate  property  and  franchises 
of  said  Railroad  Company,  declaring  that  the  bonds, 
when  issued,  shall  be  used  to  pay  the  debts  of  the  Com- 
pany, and  to  purchase  equipments  and  machinery,  as 
well  as  for  construction  of  the  road. 

At  the  meeting,  authorizing  the  execution  of  the  last 
mentioned  mortgage,  a  resolution  was  passed  as  follows: 
"  Resolved,  That  the  mortgage  heretofore  authorized,  but 
"which  has  never  been  recorded,  be  cancelled,  and  the 
"  bonds  heretofore  engraved,  at  the  rate  of  eight  thous- 
"  and  dollars  per  mile,  being  320  bonds  in  all,  be  de- 
"  stroyed." 

At  a  stockholders'  meeting,  held  on  the  15th  of  De- 
cember, 1 88 1,  the  Board  of  Directors  of  the  Dallas  and 
Wichita  Railroad  Company  was  authorized  to  make  sale 
and  conveyance  of  its  road  and  property  to  the  Missouri, 
Kansas  and  Texas  Railway  Company.  At  this  meeting 
all  of  the  stock  of  the  Company  was  represented,  and 
the  resolution,  authorizing  the  sale  and  conveyance,  was 
adopted  by  an  unanimous  vote. 

On  the  same  day  a  conveyance  was  made  by  the  Dal- 
las and  Wichita  Railroad  Company,  acting  by  its  Presi- 
dent and  Secretary,  to  the  Missouri,  Kansas  and  Texas 
Railway  Company,  in  pursuance  of  said  resolution. 

The  said  several  acts  of  incorporation  and  said  deed 
of  conveyance  will  be  found  following. 


AN    ACT 

TO    INCORPORATE    THE    DALLAS    AND    WICHITA 
RAILROAD    COMPANY. 


Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  E.  W.  Cullen,  W.  J.  Clark,  J.  A.  Hawkins,  Henry  Ervay,  Fred. 
Cullen,  J.  W.  Swindells,  George  Brainerd,  Cicero  Cullen,  J.  \V. 
Haynes,  and  their  successors,  be  and  they  are  hereby  created  and 
constituted  a  body  corporate  and  politic  for  ninety-nine  years,  under 
the  name  and  style  of  the  Dallas  and  Wichita  Railroad  Company, 
with  the  capacity  in  said  corporate  name  to  make  contracts;  to  have 
succession  and  a  common  seal;  to  make  by-laws;  to  sue  and  be  sued; 
to  plead  and  be  impleaded;  to  grant  and  receive;  to  hold  and  con- 
vey property,  both  real  and  personal;  to  receive  donations  or  gifts  of 
lands,  money  or  bonds,  and  generally  to  do  and  perform  all  such 
acts  and  things  proper  and  necessary  to  be  done  to  cany  into  effect 
the  ends  and  objects  of  this  incorporation  and  the  maintenaii' 
the  rights  accruing  under  and  connected  with  it,  not  inconsistent  with 
the  laws  of  this  State. 

Sec.  2.  That  said  corporation  is  hereby  invested  with  the  rights 
to  locate,  construct,  own  and  maintain  a  railway,  comment  Ing  at  the 
city  of  Dallas,  in  the  county  of  Dallas  and  State  of  Texas,  and  run- 
ning thence  westwardly  to  Red  River,  to  or  near  the  mouth  of  the 
Wichita  river,  where  it  empties  into  Red  River;  and  provided further \ 
that  said  Company  shall  have  the  right  to  connect  their  road,  by 
running  westwardly  from  said  city  of  Dallas,  with  any  other  railroad 
chartered  by  the  State  of  Texas,  running  to  or  near  the  direction  of 
El  Paso. 

Sec.  3.  That  the  capital  stock  of  said  I  lompanj ,  consisting  of  its 
property,  real  and  personal,  franchises  and  rights  to  property,  shall 
be  divided  into  shares  of  one  hundred  dollars  each,  every  share  enti- 
tling the  owner  thereof  to  one  vote  by  himself  or  proxj  for  Di- 
rectors; said  shares  shall  be  deemed  personal  property,  and  ma\  be 
transferred  by  any  conveyance  in  writing,  under  such  rules  as  ma) 
be  prescribed  by  the  Directors;  provided,  however,  that  all  such  con 


376 

veyances  shall  be  filed  for  record,  and  recorded  by  the  Secretary  of 
said  Company  in  a  book  or  books  to  be  kept  for  that  purpose. 

Sec.  4.  That  the  immediate  government  and  direction  of  the  af- 
fairs of  said  Company  shall  be  vested  in  a  Board  of  five  Directors, 
to  be  selected  from  the  corporators  named  in  the  first  section  of  this 
act,  who  shall  elect  one  of  their  number  President  of  said  Company. 
No  person  shall  be  eligible  to  the  office  of  Director  unless  he  be 
the  owner  of  ten  shares  of  the  stock  of  said  Company.  The  Directors 
shall  be  elected  biennially  by  the  stockholders  of  said  Company,  each 
being  entitled  to  one  vote  for  every  share  he  or  she  may  own.  The 
first  election  to  take  place  within  ninety  days  after  the  passage  of 
this  act,  in  the  said  city  of  Dallas;  and  if  a  vacancy  should  occur  in 
said  Directory  by  death,  resignation  or  otherwise,  the  vacancy  or  va- 
cancies may  be  filled  by  the  residue  of  said  Directors  for  the  unex- 
pired term;  and,  should  the  stockholders  fail  to  hold  an  election  at 
any  regular  period,  those  in  office  shall  continue  officers  until  an 
election  at  a  regular  period.  It  shall  be  the  duty  of  the  President 
and  Directors  to  appoint  a  Secretary  and  Treasurer,  to  prescribe 
their  duties,  and  require  of  them  bonds  for  the  faithful  discharge  of 
the  same.  They  shall  keep,  or  cause  to  be  kept,  a  record  of  all  their 
proceedings,  and  an  account  of  the  receipts  and  expenditures  of  said 
Company,  which  books  shall  be  open  at  all  reasonable  hours  for  the 
inspection  of  any  person  interested  in  said  Company.  A  majority 
of  the  Board  of  Directors  shall  have  the  authority  of  a  full  Board, 
and  all  conveyances  and  contracts  in  writing,  executed  by  the  Presi- 
dent and  countersigned  by  the  Secretary,  under  the  seal  of  the  cor- 
poration, and  in  pursuance  to  a  vote  of  said  Directors,  or  a  majority 
of  them,  shall  be  valid  and  binding.  Said  Company  shall  keep  their 
office  at  the  city  of  Dallas,  in  the  State  aforesaid,  and  the  President 
of  said  Company  shall  report  annually  the  condition  of  the  affairs  of 
said  Company  to  the  Directors,  who  shall  publish  said  report  in  two 
or  more  newspapers  published  on  the  line  of  said  railway. 

Sec.  5.  That  the  shares  may  be  disposed  of,  and  books  opened 
for  subscription  thereto,  in  such  manner,  and  on  such  terms  as  the 
President  and  Directors  shall  determine  will  be  best  for  the  interest 
of  said  Company,  and  any  agreement  in  writing  by  which  any  per- 
son shall  become  a  subscriber  to  the  capital  stock  of  said  Company, 
may  be  enforced  against  him  or  her  according  to  its  terms,  and  if 
any  person  fails  to  pay  the  amount  due  by  him  or  her  to  the  said 
Company  for  shares  in  said   stock,  according  to  the  terms  of  his  or 


377 

her  subscription,  the  Directors  cr  their  agents  may  sell  at  auction, 
after  giving  twenty  days'  notice  in  writing  at  the  office  of  said  Com- 
pany, the  shares  of  said  delinquent,  and  if  the  proceeds  of  the  sale 
shall  not  be  sufficient  to  pay  the  amount  then  due  on  said  subscrip- 
tion, with  interest  and  charges,  said  delinquent  shall  be  held  liable  to 
the  Company  for  the  deficiency  due  on  said  call,  and  if  the  proceeds 
should  exceed  said  amount,  said  delinquent  shall  be  entitled  to  the 
surplus. 

Sec.  6.  That  no  debts  or  liabilities  contracted,  or  losses  sustained 
by  said  Company  shall  be  binding  individually  upon  the  stockholders 
for  any  sum  exceeding  the  amount  of  their  respective  shares. 

Sec.  7.  That  it  shall  be  lawful  for  the  Company  to  enter  upon 
and  purchase,  or  otherwise  take  and  hold  any  land  necessary  for  the 
purpose  of  establishing  and  constructing  said  railway,  with  all  neces- 
sary depots  and  other  building,  and  if  said  Company  shall  not  be 
able  to  obtain  said  lands  by  agreement  with  the  owner  thereof,  they 
shall  pay  therefor  such  compensation  as  shall  be  determined  upon  in 
the  manner  provided  in  the  following  section;  provided,  that  the  land 
so  taken  for  the  road-bed  shall  not  exceed  two  hundred  feet  in  width, 
and  for  depots  and  other  buildings  such  further  width  as  may  be 
necessary  for  such  other  purposes. 

Sec.  8.  That  when  any  lands  are  taken  for  the  road  bed  or  de- 
pots, the  value  of  the  same  shall  be  determined  as  prescribed  by  the 
general  railroad  law  of  the  State. 

Sec.  9.  That  it  shall  be  the  duty  of  said  Company  whenever  any 
State  or  county  road,  now  or  hereafter  established  shall  be  crossed 
by  the  track  of  said  railway,  to  make  and  keep  in  repair  good  and 
sufficient  causeways  at  such  crossings;  and  in  all  cases  where  any 
person  shall  own  land  on  both  sides  of  said  railway,  and  there  shad 
be  no  other  convenient  access  from  one  part  to  the  other,  such 
owner  shall  have  the  right,  at  all  reasonable  times,  to  cross  the  track 
of  said  railway. 

Sec.  10.     That  said  Company  may  acquire  real  estate  by  gift  or 
purchase,  and  may  appoint   agents  in  such    manner  as  it  may  think 
fit,  with  full  authority  to  receive  subscriptions  of  stock  and  conve) 
ances  of  land  to  said  Company. 

SEC.  11.  That  said  Company  shall  leave  the  righl  to  demand  and 
receive  such  rates  of  prices  for  transportation  of  freight  and  passen- 
gers as  it  may  think  proper  to  establish,  and  not  inconsi  Jtenl  with  the 
laws  of  this  State. 


373 

Sec.  12.  That  the  capital  stock  of  said  Company  shall  be  five 
millions  of  dollars. 

Sec.  13.  That  this  Company  may  enter  into  contracts  and  form 
associations  with  any  other  road  or  company  owning  any  road  lead- 
ing to  the  Mississippi  river,  El  Paso,  or  the  Gulf  of  Mexico,  or  any 
road  intersecting  the  same,  so  as  to  make  intersections  with  other 
railways. 

Sec.  14.  That  said  Company  shall  commence  work  on  said  road 
within  twelve  months  from  and  after  the  passage  of  this  act,  and 
shall  have  the  same  completed  and  in  good  running  order  within  five 
years  thereafter;  provided,  further,  that  said  Company  may  adopt 
such  gauge  of  track  as  they  may  deem  best  for  the  said  railway. 

Sec.  15.  That  the  property  of  said  railway  shall  be  exempt  from 
taxation  until  said  railway  is  completed. 

Sec.  16.  That  this  act  take  effect  and  be  in  force  from  and  after 
its  passage. 

Approved  December  2,  187 1. 


379 
AN  ACT 

To  be  entitled  an  act  to  amend  "An  act  to  incorporate  the  Dallas 
and    Wichita   Railroad   Company,"  and    to  aid  in  the  con- 
struction of  said  road. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  Stat?  of  Texas, 
That  the  act  to  incorporate  the  Dallas  and  Wichita  Railroad  Com- 
pany be  and  is  hereby  amended  as  follows:  The  first  section  shall 
read:  Sec.  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  J.  W.  Calder,  W.  J.  Clark,  I.  B.  Calder,  Henry  S.  Ervay,  C. 
Wegefarth,  J.  W.  Swindells,  D.  Connally,  J.  W.  Haynes,  T.  C.  Jor- 
dan and  Thos.  Field,  and  their  successors,  be  and  they  are  hereby 
created  and  constituted  a  body  corporate  and  politic,  for  sixty  years 
from  the  date  of  this  act,  under  the  name  and  style  of  the  "  Dallas 
and  Wichita  Railroad  Company;"  with  the  capacity  in  said  corpor- 
ate name  to  make  contracts;  to  have  succession  and  a  common  seal; 
to  make  by-laws;  to  sue  and  be  sued;  to  plead  and  be  impleaded;  to 
grant  and  receive;  to  hold  and  convey  property,  both  real  and  per- 
sonal; to  receive  donations  or  gifts  of  land,  money  or  bonds;  and 
generally  to  do  and  perform  all  such  acts  and  things  proper  and 
necessary  to  be  done  to  carry  into  effect  the  ends  and  objects  of  this 
incorporation,  and  the  maintenance  of  the  rights  accruing  under  and 
connected  with  it,  not  inconsistent  with  the  laws  of  this  State;  pro- 
vided, nothing  in  this  section  shall  impair  any  liability  or  obligation 
incurred  by  the  present  owners  of  said  charter  to  the  original  in- 
corporators in  said  charter. 

Sec.  2.  That  section  second  of  said  act  shall  hereafter  read  as 
follows:  "That  said  corporation  is  hereby  invested  with  the  right 
to  locate,  construct,  own  and  maintain  a  railu -a \  and  a  line  ol  tele- 
graph, commencing  at  the  city  of  Dallas  and  State  of  Texas,  and 
running  thence  northwestardly  to  the  town  oi  Denton,  in  Denton 
county,  and  shall  erect  freight  and  passenger  depots  within  one  half 
mile  of  the  court  house; provided,  said  town  shall  secure  and  donate 
to  said  Company,  free  of  charge,  the  right  of  wa\  through  the 
porate  limits,  and  all  neccessary  grounds  foi  tracks,  witches,  and 
other  depot  purposes,  not  to  exceed  ten  acres;  thence  continuing 
northwestardly  to  any  point  on  the  waters  of  Red  or  Canadian 
rivers,  within  the  territory  of  the  State  of  Texas,  that  may  be  de 
termined   on   by   said  Company;  which  said  line  and  terminal  point, 


38o 

however,  shall  be  surveyed,  and  a  map  thereof  deposited  in  the 
General  Land  Office,  on  or  before  the  first  day  of  July,  1876,  the 
map  of  the  first  hundred  miles  being  so  deposited  in  one  year  from 
the  date  of  this  act,  and  the  privileges  of  this  charter  shall  attach 
and  pertain  to  only  so  much  of  said  route  as  may  be  thus  marked, 
mapped  out,  and  thus  returned  to  the  Land  Office,  in  the  time  afore- 
said; provided,  however,  that  unless  the  city  or  county  of  Dallas,  or 
the  citizens  thereof,  shall  obtain  for  and  present  to  the  said  Railroad 
Company  the  right  of  way  for  said  road,  two  hundred  feet  wide,  for 
a  distance  of  five  miles  from  its  depot  grounds  in  said  city,  as  now 
located,  upon  the  north  side  of  the  Trinity  river,  and  also  the  right 
of  way,  sixty  feet  wide,  through  the  city  of  Dallas,  from  said  depot 
grounds  to  such  point  of  junction  with  the  Texas  and  Pacific  Rail- 
road, in  said  city,  as  may  be  agreed  upon  by  said  railroad  companies, 
within  three  months  from  and  after  the  date  of  the  delivery  to  the 
mayor  of  the  said  city  of  Dallas,  of  a  plot  or  map,  showing  the 
streets  or  lots  of  land  through  which  said  right  of  way  is  desired, 
then,  upon  such  failure,  said  Company  shall  have  the  right  to  con- 
nect their  road,  by  running  westwardly  from  said  city  of  Dallas, 
with  any  other  railroad  chartered  by  the  State  of  Texas,  running  in 
said  direction  to  some  point  on  the  west  side  of  Trinity,  thence  to 
run  northwestardly,  as  aforesaid;  provided,  that  where  the  direct  line 
of  said  road  passes  within  five  miles  of  the  county  seat  of  any  county, 
through  which  it  may  be  built,  said  road  shall  run  to  said  county 
seat,  and  said  Company  shall  establish  and  keep  a  depot  within  one- 
half  mile  of  the  business  part  of  said  town;  provided,  said  town 
shall  furnish  to  said  Company,  free  of  charge,  the  right  of  way 
through  said  town,  and  sufficient  ground  for  switches,  turnouts,  etc., 
and  such  buildings  as  may  be  necessary  and  proper  for  said  road, 
not  to  exceed  fifteen  acres  in  each  case;  and  provided  further,  that 
said  Company  shall  not  be  compelled  to  run  said  road  within  one- 
half  mile  of  any  county  seat  where,  from  natural  obstacles,  it  is  im- 
practicable to  do  so,  but  in  such  case,  said  road  shall  run  and  a 
depot  be  established  as  near  said  town  as  such  natural  obstacles 
will  admit;  and  should  said  road  be  located  through  any  county  be- 
fore the  definite  location  of  the  county  seat  thereof,  then  it  shall  not 
be  neccessary  for  said  road  to  run  within  one-half  mile  of  said  town. 

Sec.  3.  That  section  four  of  said  act  shall  hereafter  read  as  fol- 
lows: That  the  immediate  government  and  direction  of  the  affairs 
of  said  Company  shall  be  vested  in  a  board  of  not  less  than  five  nor 
more  than  fifteen  directors,  who  shall  elect  one  of  their  number  presi- 


3Si 

dent  of  said  Company.  The  present  organization  of  said  Company 
is  hereby  declared  legal  and  valid.  No  person  shall  be  eligible  to 
the  office  of  Director  unless  he  be  the  owner  of  ten  shares  of  the 
stock  of  said  Company.  The  Directors  shall  be  elected  annually  by 
the  stockholders  of  said  Company,  each  being  entitled  to  one  vote 
for  every  share  he  or  she  may  own;  the  first  election  to  take  place 
within  ninety  days  after  the  passage  of  this  act,  in  the  said  city  of 
Dallas;  and  if  a  vacancy  should  occur  in  said  Directors  by  death, 
resignation,  or  otherwise,  the  vacancy  or  vacancies  may  be  filled  by 
the  residue  of  said  Directors  for  the  unexpired  term;  and  should  the 
stockholders  fail  to  hold  an  election  at  any  regular  period,  those  in 
office  shall  continue  officers  until  a  meeting  can  be  had,  not  to  ex- 
ceed thirty  days  from  such  failure.  It  shall  be  the  duty  of  the 
President  and  Directors  to  appoint  a  Secretary  and  Treasurer,  to  pre- 
scribe their  duties,  and  require  of  them  bonds  for  the  faithful  dis- 
charge of  the  same.  They  shall  keep,  or  cause  to  be  kept,  a  record 
of  all  their  proceedings,  and  an  account  of  the  receipts  and  expen- 
ditures of  said  Company,  which  books  shall  be  open  at  all  reasona- 
ble hours  for  the  inspection  of  any  person  interested  in  said  Com- 
pany. A  majority  of  the  Board  of  Directors  shall  have  the  authority 
of  a  full  board,  and  all  conveyances  and  contracts  in  writing,  exe 
cuted  by  the  President  and  countersigned  by  the  Secretary,  under 
the  seal  of  the  corporation,  and  in  pursuance  of  a  vote  of  said  Di- 
rectors, or  a  majority  of  them,  shall  be  valid  and  binding;  said  Com 
pany  shall  keep  their  general  office  at  the  city  of  Dallas,  in  the 
State  of  Texas;  the  Treasurer's  office,  and  an  office  for  the  transfer 
of  stock,  may  be  located  in  any  one  of  the  principal  cities  of  the 
United  States;  and  the  President  of  said  Company  shall  report  an- 
nually the  condition  of  the  affairs  of  said  Company  to  the  Directors, 
who  shall  publish  said  report  in  two  or  more  newspapers  published 
in  the  city  of  Dallas,  in  the  State  aforesaid. 

Sec.  4.  That  section  fourteen  of  said  act  shall  hereafter  read  as 
follows:  That  said  Company  shall  have  one  hundred  and  twenty* 
five  miles  of  said  railroad  completed  and  in  good  running  order 
within  five  years  from  its  commencement,  on  the  twenty  eighth  day 
of  November,  1872; provided,  said  Company  shall  be  and  is  hereby 
granted  sixteen  sections  of  land  of  six  hundred  and  fort)  acres  each, 
for  each  mile  constructed  in  accordance  with  the  provisions  of  tins 
act.  That  whenever  and  as  often  as  said  Compan)  shall  complete 
and  put  in  running  order  a  section  of  ten  or  more  miles  of  it-,  road, 
as  hereinbefore  designated,  said  Company  shall  give  notice  thereof 


382 

to  the  Governor  of  the  State,  and  it  shall  be  his  duty  to  appoint 
some  skillful  engineer,  if  there  be  no  State  Engineer,  to  examine 
said  completed  road  and  make  report  thereon,  under  oath,  to  the 
Commissioner  of  the  General  Land  Office;  and  it  shall  be  the  duty 
of  said  Commissioner,  if  said  road  is  shown  to  have  been  con- 
structed in  accordance  with  its  charter,  and  as  required  by  law,  to 
issue  to  said  Company  sixteen  certificates,  for  six  hundred  and  forty 
acres  of  land,  for  each  and  every  mile  of  road  so  completed.  That 
all  land  certificates  that  shall  issue  to  said  Company  under  the  pro- 
visions of  this  act  shall  be  located  and  surveyed  in  alternate  sec- 
tions; that  is  to  say,  said  Company  shall  cause  to  be  surveyed  two 
sections,  of  six  hundred  and  forty  acres  each,  for  each  certificate, 
adjoining,  and  shall  return  to  the  General  Land  Office  the  field  notes 
and  maps  of  the  same,  and  the  Commissioner  of  the  General  Land 
Office  shall  thereupon  number  said  sections  so  surveyed,  and  shall 
cause  to  be  issued  to  said  Company,  or  its  assignees,  patents  to  the 
odd  sections,  the  even  sections  being  reserved  to  the  State  for  the 
school  fund;  provided,  the  State  of  Texas  in  no  event  shall  be  re- 
sponsible for  a  deficiency  in  the  public  land  upon  which  to  locate 
such  certificates,  and  such  certificates  not  located  because  the  pub- 
lic land  is  exhausted  shall  constitute  no  claims  against  the  State. 

Sec.  5.  The  said  Company  shall  alienate  the  lands  hereby 
granted  and  donated,  except  so  far  as  may  be  necessary  for  the  or- 
dinary uses  and  operating  said  road,  as  follows,  viz.:  one-fourth  in 
eight  years,  one-fourth  in  twelve  years,  one-fourth  in  sixteen  years, 
and  the  remaining  one-fourth  in  twenty  years  from  the  date  of  the 
issuance  of  the  certificates,  in  such  manner  that  the  whole  of  such 
land  shall  pass  out  of  the  hands  of  said  Company  within  twenty 
years  after  the  date  of  the  certificates;  provided,  that  said  lands  shall 
not  be  alienated  to  any  other  railroad  corporation,  except  so  far  as 
may  be  necessary  for  the  proper  use  and  conducting  of  the  business 
of  such  corporation;  and  on  failure  to  comply  with  the  provisions  of 
this  section,  the  said  Company  shall  forfeit  all  right  to  lands  secured 
by  this  act,  not  alienated  as  herein  required.  And  that  said  Com- 
pany shall  in  all  things  be  subject  to  the  general  laws  of  this  State 
now  or  hereafter  to  be  in  force  regulating  railroads  or  railroad  com- 
panies. 

Sec.  6.  That  said  Company  shall  have  no  right,  power,  or  au- 
thority to  lease,  sell,  rent,  or  consolidate  said  road,  or  any  part  of  it, 
to  or  with  any  converging,  parallel,  or  competing  company  or   road; 


333 

and  a  violation  of  this  provision  shall  work  a  forfeiture  of  this  char- 
ter, to  be  judicially  ascertained,  as  other  suits  at  law,  in  the  Courts 
of  this  State. 

Sec.  7.  The  State  of  Texas  hereby  grants  to  said  Company  the 
right  of  way,  two  hundred  feet  in  width,  over  all  lands  belonging  to 
the  State,  and  the  use  of  such  an  amount  of  said  lands  as  may  be 
actually  necessary  for  sidings,  turnouts,  depots,  station  houses,  ma- 
chine shops,  wells,  reservoirs,  water  tanks,  and  all  necessary. build- 
ings; and  also  the  right  to  take  from  all  such  lands  such  rock,  earth, 
and  other  materials  as  may  be  needed  for  the  construction  and  opera- 
tion of  said  railroad. 

Sec.  8.  Said  Company  shall  have  the  power,  and  is  hereby  au- 
thorized, to  borrow  money,  and  to  purchase  all  necessary  property, 
upon  its  own  credit,  for  the  purpose  of  constructing  its  railroad,  and 
may  issue  bonds  and  obligations  therefor,  payable  at  such  times  and 
places,  and  at  such  rate  of  interest,  as  they  may  elect,  and,  to  secure 
payment  of  said  bonds  or  obligations,  may  mortgage  its  railroad, 
capital  stock,  corporate  franchises,  and  any  or  all  of  its  property, 
real  and  personal,  or  any  portion  thereof,  in  such  manner  and  form 
as  said  Company,  through  its  Directors,  shall  determine,  subject  to 
all  rights  of  the  State  herein  reserved. 

Sec.  9.  That  at  least  twenty  miles  of  said  road  from  the  city  of 
Dallas  shall  be  completed  and  put  in  running  order  by  the  first  day 
of  July,  A.  D.  1875,  or  this  charter  shall  he  forfeited  to  all  the  un- 
finished part  of  said  road  and  route.  Said  Company  shall  have  the 
right  to  construct  and  maintain  bridges,  wherever  its  line  may  cross 
streams,  for  and  during  the  period  of  its  construction. 

,  Sec.   10.     That    the    State  of  Texas    herein    reserves,  in    express 
terms,  the  right,  according  to  the  laws  now  in  force,  or  to  he  hi 
ter  enacted,  to  regulate  by  general  law  the  rat  -ht  and   pas- 

sage on  said  road,  as  well  as  the  conduct  and  management  <»!'  the 
conductors,  agents  and  managers  of  the  same,  in  such  manner  as 
may  be  necessary  to  secure  the  rights  of  passengers,  shippers,  and 
other  patrons  of  the  road,  and  to  prevent  discrimination  in  favor  of 
or  against  individuals,  towns,  or  cities  along  its  line. 

Sec.  11.  That  this  act  shall  take  effect  and  he  in  force  from  and 
after  its  passage. 

Passed  May  24th,  1873. 


384 
AN  ACT 

To  amend  "An  Act  to  incorporate  the  Dallas  and  Wichita  Railroad 

Company,"  and  to  aid  in  the  construction  of  said  road, 

and  approved  May  24,  1873. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  Dallas  and  Wichita  Railroad  Company  be  and  they  are 
hereby  authorized  and  empowered  to  construct  their  road  with  a 
three-foot  gauge,  if  in  their  opinion  they  deem  it  expedient,  and  all 
the  rights,  privileges  and  franchises  now  vested  in  the  said  Company, 
shall  remain  and  be  enjoyed  by  them  should  they  so  adopt,  and  con- 
struct the  road  with  the  (3)  three-foot  gauge. 

Sec.  2.  That  whenever  and  as  often  as  said  Dallas  and  Wichita 
Railroad  Company  shall  give  notice  to  the  Governor  of  the  State 
that  ten  or  more  miles  of  its  road-bed  is  completed,  it  shall  be  his 
duty  to  appoint  some  skillful  engineer,  if  there  be  no  State  engineer, 
to  examine  said  completed  road-bed,  and  upon  his  report  to  the 
Commissioner  of  the  General  Land  Office  that  said  road-bed  is  con- 
structed in  a  good  and  substantial  manner,  as  required  by  law,  and 
upon  the  payment  of  the  expense  of  such  examination  by  said  Com- 
pany, the  Commissioner  of  the  General  Land  Office  shall  issue  to 
said  Company  four  certificates  for  six  hundred  and  forty  acres  each, 
for  every  mile  of  completed  road-bed,  and  authorize  said  Company 
to  proceed  at  once  to  survey  thirty-two  sections,  of  six  hundred  and 
forty  acres  each,  for  every  mile  of  road-bed  so  completed  and  ac- 
cepted; to  each  alternate  section  of  which  it  will  become  entitled 
when  said  railroad  is  completed  and  in  running  order  upon  and  over 
said  road-bed  according  to  the  terms,  conditions  and  provisions  of 
its  charter;  whenever  said  Company  shall  return  to  the  Commis- 
sioner of  the  General  Land  Office  the  field  notes  and  maps  of  the 
lands  so  surveyed,  they  shall  be  placed  on  file  in  the  General  Land 
Office,  and  in  the  office  of  the  surveyor  of  the  district  in  which  the 
lands  are  situated,  and  thereupon  and  thereafter,  for  the  period  of 
one  year,  the  said  lands  shall  be  withdrawn  and  reserved  from  sale, 
location  and  pre-emption;  and  the  alternate  sections  thereof  be  held 
and  reserved  expressly  for  the  location  thereon  of  the  land  certifi- 
cates of  the  said  Railroad  Company;  should  said  Company  fail  to  lo- 
cate certificates  upon  the  lands  surveyed  within  the  time  specified, 
they  shall  forfeit  all  claims  to  the  land  not  located  on,  and  to  the 
field  notes  and  maps  thereof. 


385 

Sec.  3.  That  the  Dallas  and  Wichita  Railroad  Company  is  here- 
by invested  with  the  right  to  locate,  construct,  own  and  maintain  a 
branch  railroad  and  line  of  telegraph  to  any  city  or  town,  coal,  cop- 
per, or  iron  mine  situated  within  the  limits  of  any  county  through 
which  the  main  line  of  said  railroad  may  run,  and  to  extend  either  of 
said  branches  beyond  the  limits  of  said  counties  into,  but  not  beyond, 
the  limits  of  the  county  next  adjoining,  wherever  such  extension  will 
secure  junction  and  connection  with  any  other  railroad  and  line  of 
telegraph;  the  said  branches  shall  be  considered  mere  extensions  of 
said  Dallas  and  Wichita  Railroad,  and  shall  receive  all  the  benefits 
and  privileges,  and  be  suhject  to  all  the  provisions,  conditions  and 
requirements  of  the  charter  of  said  corporation;  provided^  that  no 
State  subsidy  shall  be  claimed  nor  granted  for  any  part  of  said 
branch  railroads  that  may  run  parallel  to  and  within  ten  miles  of  any 
completed  railroad. 

Sec.  4.  That  all  laws  or  parts  of  laws  in  conflict  with  the  provi- 
sions of  this  act  are  hereby  repealed.  This  act  shall  take  effect  and 
be  in  force  from  and  after  its  passage. 

Approved  February  27th,  1875. 


386 
AN  ACT 

For  the  relief  of  the  Dallas  and  Wichita  Railroad  Company. 

Whereas,  Railroad  communication  with  the  States  has  been  cut 
off,  and  the  transportation  of  freight  therefrom  entirely  suspended 
for  several  weeks  past,  on  account  of  the  destruction  of  bridges  and 
road-bed  by  floods,  making  it  impossible  for  the  Dallas  and  Wichita 
Railroad  Company  to  secure  the  transportation  of  their  iron  from 
Saint  Louis,  Mo.,  to  Dallas,  Texas,  in  time  to  meet  the  requirements 
of  their  charter  and  the  laws  of  the  State;  and, 

Whereas,  The  construction  of  the  Dallas  and  Wichita  Railroad 
would  benefit  the  entire  State  by  encouraging  the  settlement  of  the 
Northwestern  portion  of  the  State,  and  by  greatly  increasing  the 
value  of  the  school  lands  therein  located,  and  by  greatly  increasing 
the  wealth  and  taxable  property  of  the  State,  by  insuring  the  develop- 
ment of  the  mineral  region  through  which  it  is  located;  therefore, 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  limitation  of  time  required  by  the  charter  of  the  Dallas  and 
Wichita  Railroad  Company  and  the  laws  of  the  State  for  the  comple- 
tion of  any  works  of  internal  improvements  or  particular  sections 
thereof,  be  and  the  same  is  hereby  extended  and  enlarged  for  the 
term  of  twelve  months  in  addition  to  the  time,  from,  in  and  by  said 
charter  and  laws  for  the  completion  of  the  same 

Sec.  2.  That  in  consequence  of  the  facts  set  forth  in  the  pream- 
ble, and  the  fact  that  the  charter  of  said  Company  will  become  for- 
feited upon  the  adjournment  of  the  present  session  of  the  Legisla- 
ture, unless  relief  be  granted,  an  imperative  public  necessity  and  an 
emergency  exists,  requiring  that  this  act  take  effect  immediately;  there- 
fore, this  act  shall  take  effect  and  be  in  force  from  and  after  its  pas- 
sage; provided,  that  said  Company  shall  file  with  the  Secretary  ot 
State,  a  full  and  complete  acceptance  of  the  conditions  imposed 
upon  railroad  corporations  by  the  Constitution,  within  ninety  days 
after  the  adjournment  of  this  Legislature,  and  in  case  of  failure  to 
comply,  this  act  shall  be  null,  void  and  of  no  effect;  provided  further, 
that  said  Company  shall  not  be  entitled  to  the  relief  sought  in  this 
act,  unless  said  Company  shall  file  with  the  Secretary  of  State,  with- 
in ninety  days  from  the  passage  of  this  act,  their  relinquishment  of 
all  over  sixteen  sections  of  land  to  the  mile  of  said  road. 

Approved  July  29,  1876. 

Takes  effect  from  its  passage. 


DALLAS  AND  WICHITA  RAILROAD  COMPANY 


MISSOURI,  KANSAS  AND  TEXAS  RAILROAD  COMPANY. 


INDENTURE  AND  CONTRACT. 


THIS  INDENTURE  AND  CONTRA  CT,  made  on  the  fifteenth 
day  of  December,  in  the  year  of  our  Lord  one  thousand  eight  hun- 
dred and  eighty-one,  by  and  between  the  Dallas  and  Wichita  Rail- 
road Company,  a  corporation  created  by  and  under  the  laws  of  the 
State  of  Texas,  party  of  the  first  part,  and  the  MISSOURI,  K  \ 
and  Texas  Railway  Company,  a  corporation  created  and  existing 
under  the  laws  of  the  State  of  Kansas,  ami  having  and  owning  cer- 
tain franchises  under  the  laws  of  Texas,  party  of  the  second  part, 

WITNESSETH: 

That  the  said  party  of  the  first  part,  for  and  in  consideration  of 
the  sum  of  one  hundred  dollars,  lawful  money  of  the  United  States, 
to  it  in  hand  paid  at  or  before  ensealing  and  delivery  of  these  pres 
ents,  the  receipt  whereof  is  hereby  acknowledged,  and  for  other  and 
further  lawful  considerations,  hath  merged  itself  into  the  party  of  the 
second  part  under  its  own  proper  and  corporate  Dame  oi  the  Mis- 
souri, Kansas  and  Texas  Railway  I  lompanj .  on  the  trims  and  condi- 
tions herein  and  hereby  agreed  upon,  by  grant  Ming, 
aliening,  remising,  assigning,  transferring,  conveying  and  confirming 
unto  the  party  of  the  second  part,  its  successors  or  assigns,  all  tin- 
franchises,  corporate  rights  and  privileges  of  the  said  party  of  the 
first  part,  together  with  all  its  track,  road  bed,  buildings,  rolling 
stock,  engines,  tools,  bonds,  stocks,  grants,  privileges,  property,  real 


388 

and  personal,  and  every  right,  title  and  interest  in  or  to  any  fran- 
chise or  property,  real  or  personal,  and  all  rights  of  every  name  and 
kind  which  the  party  of  the  first  part  possesses,  or  in  which  the  party 
of  the  first  part  has  any  right,  privilege  or  interest,  situated  and  be- 
ing in  the  State  of  Texas  or  elsewhere,  the  object  and  intent  of  this 
contract,  conveyance  and  agreement  being  to  so  merge  the  rights, 
powers  and  privileges  of  the  first  part  into  the  party  of  the  second 
part,  as  that  the  party  of  the  second  part,  under  its  own  charter,  cor- 
porate name  and  organization,  shall,  without  impairing  any  existing 
rights,  exercise  in  addition  thereto  all  the  povvers,  rights,  privileges 
and  franchises,  and  own  and  control  all  the  properties  that  the  party 
of  the  first  part  now  exercises  or  owns,  or  by  its  charter,  or  the  laws, 
it  has  the  right  to  exercise,  own  or  control; 

Provided,  however,  That  the  franchises  of  the  party  of  the  first 
part,  to  be  and  remain  a  corporation  until  such  time  as  may  be 
hereafter  agreed  upon  for  its  dissolution,  shall  not  be  impaired  or  in- 
fringed upon  by  anything  contained  in  this  contract; 

And  provided  also,  that  nothing  in  this  contract  contained  is  in- 
tended to,  or  shall  impair  any  legally  existing  contract  by  mortgage 
or  otherwise,  of  the  party  of  the  first  part;  a  further  consideration 
for  this  indenture,  contract  and  conveyance,  is  that  the  said  party 
of  the  second  part  takes  the  premises  and  property  aforesaid,  sub- 
ject to  any  existing  mortgages,  and  is  to  perform  and  fulfill  all  the 
charter  obligations  of  the  party  of  the  first  part  to  the  State  of 
Texas  and  the  public;  and  the  further  consideration  is  that  the  said 
party  of  the  second  part  sells  and  delivers  to  Jay  Gould,  as  Trustee, 
for  the  party  of  the  first  part,  twenty  thousand  dollars  ($20,000) 
in  the  general  consolidated  mortgage  bonds  of  the  Missouri,  Kansas 
and  Texas  Railway  Company,  for  each  mile  of  the  completed  road 
of  the  party  of  the  first  part,  between  Dallas  and  Denton,  which  bonds 
are  to  be  delivered  to  the  stockholders  of  the  party  of  the  first  part, 
on  the  delivery  of  the  certificates  of  stock  of  the  party  of  the  first 
part,  duly  assigned  to  H.  B.  Henson,  as  Trustee  for  the  party  of  the 
second  part,  which  stock  of  the  party  of  the  first  part  shall  not  be 
cancelled,  but  shall  be  held  by  the  said  Henson,  as  Trustee  for  the 
party  of  the  second  part  hereto,  for  the  purpose  of  preserving  to  the 
party  of  the  second  part  hereto  all  the  rights  pertaining  thereto, 
until  otherwise  provided  by  authorized  corporate  action;  the  cor- 
porate existence  of  the  party  of  the  first  part  be  maintained  and  its 
powers  to  carry  out  all  existing  contracts  remains  unimpaired.     This 


389 

conveyance  is  duly  authorized  by  the  corporate  action  of  the  party 
of  the  first  part. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused 
these  presents  to  be  executed  by  its  President  and  attested  by  its 
corporate  seal,  this  fifteenth  day  of  December,  A.  D.   1881. 

John  C.  Brown, 
President  Dallas  and  Wichita  Railroad  Company. 
Attest: 

J.  M.  McCormich, 
[l.  s.]  Secretary  Dallas  and  Wichita  Railroad  Company. 

State  of  Missouri,    ) 
City  of  St.   Louis.      j  ss" 

I,  Charles  D.  Greene,  Jr.,  a  commissioner  for  Texas  at  St.  Louis, 
Missouri,  certify  that  on  this  nineteenth  day  of  December,  A.  I). 
188 1,  before  me  personally  came  John  C.  Brown,  President  of  the 
Dallas  and  Wichita  Railroad  Company,  personally  known  to  me  to  be 
such  President,  and  to  be  the  person  who  has  executed  the  fori 
conveyance  as  such  President,  and  acknowledged  to  me  that  he  ex- 
ecuted the  same  as  the  act  and  deed  of  the  Dallas  and  Wichita 
Railroad  Company,for  the  considerations,  uses  and  purposes  therein 
mentioned. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  official  seal, 
this  nineteenth  day  of  December,  A.  D.   188 1. 

C.  D.  Gri  1  ni ■',  Jr., 
[l.  s.]  Commissioner  for  Texas  at  St.  Louis,  Missouri. 

The  State  of  Texas,  } 
Denton  County.        j 

I,  J.  R.  McCormick,  County  Clerk  of  the  county  and  State   afore 
said,  hereby  certify  that  the  foregoing  instrument  was  filed  for  record 
in  my  office  February  2,  1S82,  and  duly  recorded  same  day  and  date 
at  3  o'clock  p.  m.,  in  Deed  Record  Hook    "  R."  pages   35  |.  .555    and 

356- 

In  testimony  whereof,  I  hereunto  set  my  hand  and  official  seal  the 

2nd  day  of  February,  A.  I  >.  1882. 

J.  R.  MCCORMICK, 

( lounty  Clerk. 
By  R.  W.  Terrii  1  . 

I  >cput\  . 


390 

Filed  for  record  February  2nd,  1882,  at  11  o'clock  a.  m. 
Recorded  February  2nd,  1882,  Denton  county,  Texas. 

J.  R.  McCormick, 

County  Clerk. 
Filed   for   record   in    Dallas   county,  February  4th,  1882,  at  1:30 
o'clock  p.  m. 

Recorded  February  7th,  1882. 

A.  Harwood, 

County  Clerk. 
By  C.  F.  Bolanz, 

Deputy. 


The  State  of  Texas,  \ 
County  of  Dallas,      j 

I,  S.  B.  Scott,  Clerk  of  the  County  Court  of  Dallas  county,  Texas, 
certify  that  the  foregoing  is  a  true  copy  of  the  indenture  and  con- 
tract made  by  the  Dallas  and  Wichita  Railroad  Company  to  the 
Missouri,  Kansas  and  Texas  Railroad  Company,  as  the  same  appears 
on  record  in  Book  No.  54,  page  566,  of  the  Deed  Records  of  Dallas 
county,  Texas. 

Witness  my  hand  and  seal  of  office,  this  13th  day  of  September, 
1889.  S.  B.  Scott, 

County  Clerk  of  Dallas  County,  Texas. 
By  J.  E.  Turner, 

Deputy. 


EAST  LINE  AND  RED  RIVER 


RAILROAD  COMPANY. 


<»  <«  — .» 


The  East  Line  and  Red  River  Railroad  Company  was 
chartered,  by  the  Legislature  of  the  State  of  Texas, 
March  2 2d,  1871,  by  an  act  entitled  "An  act  to  organize 
and  incorporate  the  East  Line  and  Red  River  Railroad 
Company,"  approved  March  22d,  1871.  (See  Special 
Laws,  1 2th  Legislature,  first  session,  page  50.) 

The  original  act  of  incorporation  was  three  times 
amended:  first,  by  "An  act  amendatory  to  and  supple- 
mentary of  an  act  entitled  'An  act  to  organize  and  incor- 
porate the  East  Line  and  Red  River  Railroad  Company,' 
approved  March  22d,  187 1,  and  to  aid  in  the  construc- 
tion of  said  railroad,"  passed  May  17th,  1873,  (see 
Special  Laws,  13th  Legislature,  page  433);  second,  by 
an  act  entitled  "An  act  to  amend  an  act  entitled  'An  act 
to  organize  and  incorporate  the  East  Line  and  Red  River 
Railroad  Company,'  approved  March  22d,  1 S 7  1 , ' '  passed 
May  17th,  1873,  (see  Special  Laws,  13th  Legislature, 
page  477);  third,  by  an  act  entitled  "An  act  amendatory 
of  and  supplementary  to  'An  act  to  organize  and  incor 
porate  the  East  Line  and  Red  River  Railroad  Company,' 
approved  March  22d,  1871,  and  of  the  acts  passed  there 
after  in  relation  to  said  Company,"  approved  March  6th, 
1875,  (see  Special  Laws,  14th  Legislature,  page  57). 


392 

Under  these  several  acts  there  was  built  and  con- 
structed the  line  of  railroad  from  the  city  of  Jefferson, 
passing  through  the  counties  of  Marion,  Cass,  Morris, 
Titus,  Camp,  Wood,  Hopkins,  Hunt,  to  McKinney,  in 
Collin  county,  a  distance  of  153.4  miles. 

By  indenture  and  contract,  made  on  the  28th  of  No- 
vember, 1 88 1,  the  East  Line  and  Red  River  Railroad 
Company  granted  and  conveyed  to  the  Missouri,  Kan- 
sas and  Texas  Railway  Company  its  franchises,  corporate 
rights  and  privileges,  together  with  its  road-bed,  rolling 
stock  and  all  property.  This  contract  and  conveyance 
was  made  and  executed  in  pursuance  of  a  resolution 
passed  at  a  meeting  of  the  stockholders,  held  on  the 
28th  of  November,  1881. 

On  the  13th  of  August,  1877,  at  a  meeting  of  the 
stockholders  of  the  East  Line  and  Red  River  Railroad 
Company,  a  resolution  was  passed  authorizing  the  issue 
of  a  series  of  bonds,  payable  September  1st,  1897,  at 
the  rate  of  five  thousand  dollars  per  mile  of  constructed 
road,  not  to  exceed  in  the  aggregate  one  million  of  dol- 
lars; and  to  secure  this  series  of  bonds,  a  mortgage  was 
executed  by  said  Railroad  Company  to  the  Union  Trust 
Company  of  New  York.  Under  this  mortgage  two 
hundred  and  twenty-five  bonds,  of  one  thousand  dollars 
each,  were  issued.  These  bonds  were  afterwards  can- 
celled, and  on  the  6th  day  of  June,  1880,  the  Union  Trust 
Company  of  New  York  executed  its  release  in  satisfac- 
tion of  said  mortgage,  which  was  recorded  in  Marion 
county  Record  of  Deeds,  Book  O,  pages  45  to  47. 

At  a  meeting  of  the  stockholders  of  said  Company, 
held  on  the  10th  day  of  May,  1880,  a  resolution  was 
passed  authorizing  the  issuance  of  a  series  of  bonds, 
payable  on  the  first  day  of  June,  19 10,  bearing  interest 
at  the  rate  of  six  per  cent,  per  annum,  issued  at  the  rate 


393 

of  seven  thousand  dollars  per  mile,  on  the  road  con- 
structed and  to  be  constructed,  not  to  exceed,  however, 
the  aggregate  amount  of  one  million  four  hundred  thou- 
sand dollars. 

To  secure  the  payment  of  said  series  of  bonds,  the 
executive  officers  of  the  Company  were  authorized  to 
make  and  execute  to  the  Fidelity  Insurance,  Trust  and 
Safe  Deposit  Company,  a  mortgage  conveying  its  cor- 
porate franchises  and  property. 

In  pursuance  of  this  resolution,  the  said  mortgage  was 
executed,  and  bears  date  June  ist,  1880. 


AN     ACT 


TO    ORGANIZE    AND    INCORPORATE    THE    EAST    LINE 
AND  RED  RIVER  RAILROAD  COMPANY. 


Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  Alexander  Caldwell,  Lem  T.  Smith,  T.  A.  Osborne,  T  B.  Mills, 
W.  W.  H.  Lawrence,  of  Kansas,  R.  R.  Dawes,  and  W.  P.  Cutler,  of 
Ohio,  P.  M.  Graham,  W.  C.  Batte,  H.  J.  Avinger,  E.  W.  Taylor,  W. 
P.  Williams,  S.  B.  Allen,  Wm.  A.  Evans,  Z.  G.  Mathews,  Alexander 
Cameron,  Samuel  F.  Mosely,  George  W.  Newcome,  James  P.  Dumas, 
J.  C.  D.  Blackburn,  Anthony  Bryant,  Richard  D.  King,  James  David- 
son, James  M.  Lindsay,  J.  L.  Kennedy,  W.  T.  Blythe,  F.  M.  Rogers, 
Joshua  F.  Johnson,  J.  M.  Urquhart  and  W.  Thompson,  of  Texas,  D. 
H.  Zachery  and  T.  J.  Campbell,  of  Texas,  and  their  associates  and 
successors  be,  and  they  are  hereby  constituted  a  body  corporate  and 
politic,  by  the  name  and  style  of  the  "  East  Line  and  Red  River 
Railroad  Company,"  and  by  said  name  shall  ha.ve  succession  and  a 
common  seal,  with  capacity  to  make  contracts,  and  in  its  said  cor- 
porate name  to  sue  and  be  sued,  to  make  by-laws  for  its  general  gov- 
ernment and  management,  and  generally  to  do  and  perform  all  such 
acts  and  things  as  may  be  necessary  and  proper  for  or  incidental  to 
the  fulfillment  of  its  obligations,  or  the  maintenance  of  its  rights  un- 
der this  act,  consistent  with  the  Constitution  of  this  State  and  of  the 
United  States;  and  the  said  above  named  corporators,  or  a  majority 
of  them,  shall  meet  in  the  city  of  Jefferson,  Texas,  within  ninety  days 
from  the  passage  of  this  act,  and  elect  such  officers  as  may  by  them 
seem  best  to  further  the  objects  of  the  incorporation,  and  shall  forth- 
with thereafter  open  books  for  the  subscription  of  stock  in  the  coun- 
ties along  the  line  of  said  contemplated^  road,  which  said  books  for 
subscription  shall  remain  open  for  the  subscription  of  stock  for  a 
period  of  not  less  than  two  weeks. 

Sec.  2.  Said  Company  is  hereby  authorized  to  construct,  own 
and  maintain  and  to  equip  and  operate  a  continuous  line  of  railway, 
with  either  a  single  or  double  track,  of  such  gauge  as  said  Company 


395 

may  deem  best,  as  well  as  a  telegraph  line,  from  the  city  of  Jefferson, 
in  Marion  county,  Texas,  to  the  city  of  Sherman,  in  Grayson  county, 
at  which  point  a  depot  shall  be  established;  thence  in  a  westerly  or 
northwesterly  direction  to  the  western  limits  of  the  State  of  Texas. 
Said  road  shall  be  constructed  on  the  most  practicable  and  expedient 
route  via  Mount  Pleasant,  in  Titus  county,  and  Sulphur  Springs,  in 
Hopkins  county,  and  Kentucky  Town,  in  Grayson  count),  and  de- 
pots be  established  therein. 

Sec.  3.     That  to  effect  the  objects   of   this   corporation,  the  said 
Company  shall  have  the  right,  in  their  corporate  name,  to  purchase, 
own,  use  and  sell  lands  or  other  property,  real  and  personal,  and  to 
accept  donations   of  lands  or  any  other  species  of  property  what- 
soever, or  to  receive  the  same  in  payment  for  subscriptions  of  stock, 
and   to  issue   stock   therefor,  as  the   contracting   parties   may  . 
upon,  to  use  such  weight  of  iron  per  lineal   yard  as  may  be  deemed 
best;  to  fix  the  capital  stock  of  said  Company  at  ten  millions  of  dol- 
lars, but  may,  upon  a  two-thirds  vote  of  stockholders,  increase  the 
same  to  fifteen  millions  of  dollars,  which   shall   consist  of  shan 
one  hundred  dollars   each,  transferable  as  the  by  laws  of  said    Com 
pany  may  direct.     In  the  election  of  officers,  each  share  shall  entitle 
the  owner  thereof  to  one  vote,  which  may  be  given  by  himself  or  by 
proxy,  authorized  by  a  written  instrument.     The  Hoard  of  Directors 
shall  have   the  right   and   power  to  require   paymenl  of  stock  sub 
scribed  in  such  installments,  and  at  such  times  and  places  as  the  bj 
laws  of   the  Company  may  provide;   and   shall  be  required  at  each 
meeting   to   report  all  action    taken    and   proceedings   held    l>>  them 
during  the  previous  year. 

Sec.  4.  The  persons  named  in  the  first  section  of  this  act,  or  a 
majority  of  them,  shall  meet  in  the  city  of  Jefferson,  Texas,  within 
ninety  days  after  the  passage  of  this  act,  and  temporarily  organize 
the  Company  hereby  incorporated,  b)  electing  a  President, 
President,  from  the  incorporators  of  this  act,  and  a  Secretar)  and 
Treasurer,  who  shall  be  required  to  report  at  each  annual  meeting; 
and  a  Board  of  Directors,  which  said  Board  of  Directors  shall  consist 
of  not  less  than  seven  nor  more  than  nine  pei  ons.  The  President 
shall  be  ex  officio  a  member  of  the  Board  of  Directors.  The  Presi 
dent  shall  have  the  power  to  appoint  oi  jineer,  sub 

ject  to  and  by  and  with  the  con  ent  ol  the  I  ecu  t\  Committee. 
The  said  officers  elected  as  aforesaid,  shall  continue  in  office  for  the 
period  of  not    more   than    six   months,  within    which   time  they  shall 


396 

permanently  organize  by  calling  together  the  stockholders  in  said 
Company  and  holding  an  election  for  a  like  number  of  Directors,  as 
is  named  for  the  temporary  organization.  The  said  election  may  be 
called  by  the  President,  or  on  his  failure  to  do  so,  by  any  three  Di- 
rectors. The  Directors  shall  have  the  power  to  appoint  an  Execu- 
tive Committee,  and  confer  on  it  such  powers  as  they  may  deem 
necessary,  and  such  other  officers  and  agents  of  the  Company  as  may 
be  deemed  necessary,  or  may  authorize  the  President  to  do  the  same. 

Sec.  5.  Be  it  further  enacted,  That  the  right  of  way  through  the 
public  lands  of  the  State  along  the  line  of  said  road,  be  and  the 
same  is  hereby  granted  to  said  Company,  and  the  authority  is  hereby 
conferred  on  said  Company  to  take  from  the  public  lands  adjacent 
to  said  road,  stone,  earth,  timber  and  other  material  for  the  construc- 
tion thereof;  and  the  right  of  way  is  hereby  granted  to  said  Com- 
pany to  the  extent  of  two  hundred  feet  in  width  where  it  passes  over 
public  lands,  including  all  lands  necessary  for  stations,  workshops, 
switches,  side  tracks,  turn-tables  and  water  stations  at  any  point 
along  said  main  line,  and  when  the  same  shall  pass  through  the  lands 
of  private  persons,  the  right  of  way  is  hereby  secured  in  accordance 
with  the  general  laws  of  the  State  now  in  force.  Said  Company  is 
authorized,  and  the  right  is  hereby  granted  them,  to  cross  or  connect 
with  any  other  railway,  to  join  stocks,  or  consolidate  with  any  other 
railway  company  running  in  the  same  general  direction. 

Sec.  6.  That  the  capital  stock  and  other  property  of  said  Com- 
pany shall  be  exempt  from  the  payment  of  all  taxes  within  this  State, 
of  whatever  nature,  including  State,  county  and  corporation,  for  a 
period  of  five  years  after  the  passage  of  this  act. 

Sec.  7.  The  said  Company  may  locate  its  principal  office  at  any 
point  along  the  line  of  said  road,  as  to  them  may  be  deemed  best, 
but  this  shall  not  prevent  the  establishment  of  a  branch  office  at 
such  other  points  said  Company  may  deem  best  for  the  transaction  of 
its  business.  All  suits  by  the  Company  may  be  prosecuted  by  the 
President,  Vice  President  or  Secretary  of  the  Company,  and  suits 
may  be  maintained  against  said  Company  by  service  of  process  being 
had  on  the  President  thereof;  and  in  case  of  his  absence  from  the 
State,  service  of  process  may  be  had  on  the  Vice  President  or  Secre- 
tary of  the  same,  and  shall  be  prosecuted  in  the  county  where  their 
principal  office  is  established. 

Sec.  8.     The  said  Company  shall  have  completed  and  in  running 


397 

order  at  least  twenty  miles  of  their  said  road,  commencing  at  the 
city  of  Jeffe/son,  in  eighteen  months  after  the  permanent  organiza- 
tion thereof,  and  complete  said  main  trunk  to  Sherman  within  four 
years  thereafter,  and  the  western  division  shall  be  completed  in  ten 
years  thereafter;  and  in  default  thereof  shall  forfeit  all  the  franchises 
hereby  granted,  except  as  to  the  part  in  running  order. 

Sec.  9.  Provided,  that  should  war,  epidemic,  revolution  or  in- 
ternal strife  ensue  so  as  to  hinder  or  delay  the  construction  of  said 
road  thereby,  the  time  the  Company  may  be  thus  hindered  or  delay- 
ed shall  be  excepted  out  of  the  limitation  named  in  a  previous  sec- 
tion of  this  act. 

Sec.  10.  That  this  act  take  effect  and  be  in  force  from  and  after 
its  passage.  . 

Approved  March  22,  187 1. 


398 

AN  ACT 

Amendatory  to  and  supplementary  of  an  act  entitled  "An  act  to  or- 
ganize and  incorporate  the  East  Line  and  Red  River  Rail- 
road Company,"  approved  March   22d,  187 1,  and 
to  aid  in  the  construction  of  said  railroad. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  section  two  (2)  of  an  act  entitled  "  An  act  to  organize  and  in- 
corporate the  East  Line  and  Red  River  Railroad  Company,"  ap- 
proved March  22d,  187 1,  be  and  the  same  is  hereby  amended  so  as 
hereafter  to  read  as  follows,  viz.:  Said  Company  is  hereby  authorized 
to  construct,  own  and  maintain  a  line  of  railway,  with  either  a  single 
or  double  track,  of  the  gauge  of  four  feet  and  eight  and  one-half 
inches,  as  well  as  a  telegraph  line,  from  the  city  of  Jefferson,  in 
Marion  county,  to  the  town  of  Greenville,  in  Hunt  county,  via  Mt. 
Pleasant,  in  Titus  county,  and  Sulphur  Springs,  in  Hopkins  county; 
thence,  in  a  westerly  or  northwesterly  direction,  to  the  western  limits 
of  the  State;  and  shall  establish  freight  and  passenger  depots  within 
one-half  mile  of  the  principal  business  portions  of  each  of  said 
cities  and  towns;  provided,  the  said  towns  and  cities  to  or  through 
which  said  railroad  is  required  to  pass,  shall  cause  the  right  of  way 
to  be  granted  to  said  Company  free  of  cost  to  the  same,  and  shall 
donate  to  the  said  Company  the  necessary  and  suitable  grounds  for 
said  depots,  switches,  sidings  and  turnouts,  as  may  be  required  for 
said  purposes,  not  to  exceed  thirteen  acres;  and  provided  further, 
if  the  said  route  of  said  road  shall  run  within  five  miles  of  any 
county  site  other  than  those  herein  named,  then  said  road  shall  be 
constructed  through  such  county  site;  provided,  said  county  site  shall 
cause  to  be  granted  the  right  of  way,  free  from  any  cost  to  said 
Company,  from  the  point  of  divergence  towards  such  county  site  to 
the  point  at  which  it  shall  regain  its  main  route,  and  donate  grounds 
for  depots,  etc.,  as  above  provided  in  the  towns  herein  named;  pro- 
vided further,  that  nothing  in  this  act  shall  be  so  construed  as  to  re- 
quire the  people  of  Hopkins  county  to  pay  the  money  subsidy  here- 
tofore voted  to  the  said  East  Line  and  Red  River  Railroad  by  the 
people  of  said  county. 

Sec.  2.     That  section  eight  (8)  of  the  above  recited  act  is  hereby 


399 

so  amended  as  to  hereafter  read  as  follows,  viz.:  That  said  Company 
shall  have  completed  and  put  in  running  order  at  least  twenty  miles 
of  its  said  road  within  eighteen  months  from  the  passage  of  this  act, 
and  shall  complete  the  main  trunk  of  said  road  between  Jefferson 
and  Greenville,  in  four  years  from  said  date,  and  shall  complete  the 
western  division  in  five  years  thereafter;  provided,  that  work  on  said 
road  may  be  commenced  and  prosecuted  from  any  one  or  more 
points  at  the  same  time. 

Sec.  3.  That  the  State  reserves  the  right  to  regulate,  by  general 
law,  the  rates  to  be  charged  for  freight  and  passengers,  as  well  as  the 
management  and  control  of  said  railroad,  its  officers  and  employes; 
provided,  the  same  is  done  in  such  manner  as  not  to  discriminate 
against  said  road  in  favor  of  competing  lines  of  railroads  in  this 
State. 

Sec.  4.  That,  as  supplementary  to  said  act,  it  is  further  enacted, 
that  the  said  charter  shall  remain  in  force  for  the  period  of  sixty 
years  from  the  date  of  the  completion  of  said  railroad;  ami  the  said 
Company  shall  be  entitled  to  receive  sixteen  sections  of  land,  con- 
taining six  hundred  and  forty  acres  each,  for  each  ami  every  mile  of 
railroad  completed;  and  whenever  the  Governor  shall  be  informed 
that  a  section  of  ten  miles  of  said  road  shall  have  been  completed, 
he  shall  at  once  appoint  some  competent  person  to  inspect  the  same. 
The  person  so  appointed  to  inspect  the  same  shall,  without  delay, 
make  an  examination  of  said  railroad,  and  report  whether  or  not  the 
said  ten  miles  thereof  has  been  completed  in  accordance  with  the 
terms  of  its  charter;  and  if  said  report  shall  be  in  the  affirmative, 
the  Governor  shall  immediately  notify  the  Commissioner  of  the 
General  Land  office,  whose  duty  it  shall  be  to  immediately  issue  ami 
deliver  to  said  Company  sixteen  certificates  for  land,  of  six  hundred 
and  forty  arces  each,  for  each  ami  every  mile  of  road  completed, 
and  so  on  for  every  additional  ten  miles  thereof  as  the  same  may  In- 
completed, which  said  certificates  may  be  located,  surveyed  and 
patented,  according  to  the  general  railroad  law,  on  the  principle  of 
alternate  sections; provided,  that  each  section  of  ten  miles  shall  be 
inspected  in  like  manner  as  provided  in  this  section  for  the  first  ten 
miles;  provided  further,  that  said  Company  shall  not  have  the  right 
to  rent,  sell,  lease,  or  consolidate  with  any  parallel  or  competing 
railroad  in  this  State;  provided  further,  that  the  State  shall  in  do 
wise  be  liable  for  any  deficiency  in  vacant  public  domain. 

Sec.  5.     That  the  lands  acquired  by  said  Railroad   Company  un- 


400 

der  this  act  shall  by  it  be  alienated  as  follows:  one-fourth  part  there- 
of in  eight  years;  one-fourth  part  thereof  in  twelve  years;  one-fourth 
part  thereof  in  sixteen  years;  one-fourth  part  thereof  in  twenty  years, 
after  the  passage  of  this  act,  or  within  said  periods;  and  the  same 
shall  not  be  sold  or  conveyed  by  said  Company  to  any  railroad  or 
or  other  incorporated  company,  except  so  far  as  may  be  necessary 
for  its  proper  uses  and  the  conducting  its  business;  nor  to  any  per- 
son, or  firm,  or  company,  in  trust  for  said  Railroad  Company;  or  to 
any  firm  or  company  of  which  any  officer  or  stockholder  of  said 
Railroad  Company  is  a  member;  and  a  failure  to  comply  with,  or  a 
violation  of  the  provisions  of  this  section  shall  work  a  forfeiture  of 
all  the  benefits  of  this  act. 

Sec.  6.     That  this  act  be  in  force  from  and  after  its  passage. 

Passed  May  17th,  1873. 


4oi 
AN  ACT 

To  amend  an  act  entitled  "  An  act  to  organize   and  incorporate  the 
East   Line  and    Red   River  Railroad  Company," 
approved   March    22d,    187 1. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  section  eight  (8)  of  an  act  entitled  "  An  act  to  organize  and 
incorporate  the  East  Line  and  Red  River  Railroad  Company,"  ap- 
proved March  22d,  187 1,  be  and  the  same  is  hereby  amended  so  as 
hereafter  to  read  as  follows,  viz.:  Sec.  8.  That  said  Coin]. my  shall 
have  completed  and  put  in  running  order  twenty  miles  of  their  said 
railroad  within  eighteen  months,  and  complete  the  main  trunk  there- 
of from  the  city  of  Jefferson  to  the  town  of  Gainesville,  in  Cooke 
county,  via  Whitesboro,  in  Grayson  county,  in  four  years  from  the 
passage  of  this  act;  and  establish  and  maintain  depots  within  the 
corporate  limits  of  said  towns  of  Gainesville  and  Whitesboro;  and 
the  western  division  shall  be  completed  in  five  years  thereafter;  and 
in  default  thereof  shall  forfeit  all  the  franchises  hereby  granted,  ex- 
cept as  to  the  part  thereof  which  may  be  completed. 

Sec.  2.  That  this  act  take  effect  and  be  in  force  from  and  after 
its  passage. 

Approved  May  17th,  1873. 


4-02 

AN  ACT 

Amendatory  of  and  supplementary  to  "An  Act  to  organize  and  incor- 
porate the  East  Line  and  Red  River  Railroad  Company," 
approved  March  22,  187 1,  and  of  the  acts  passed 
thereafter  in  relation  to  said  Company. 

Section  i.  Be  it  enacted  by  the  Legislature  of  the  State  of  Texas, 
That  the  East  Line  and  Red  River  Railroad  Company  is  hereby  au- 
thorized to  construct,  own  and  maintain  a  line  of  railway,  with  either 
a  single  or  double  track  of  such  gauge  as  said  Company  may  adopt, 
not  less  than  three  feet,  as  well  as  a  telegraph  line  from  the  city  of 
Jefferson,  in  the  county  of  Marion,  to  the  town  of  Greenvile,  in  Hunt 
county,  via  the  points  named  in  the  original  charter,  thence  in  a 
westerly  or  northwesterly  direction  to  the  western  limits  of  the  State; 
and  that  the  time  allowed  by  law  for  the  construction  of  said  line  of 
railway  and  any  section  or  part  thereof,  is  hereby  extended  and  en- 
larged for  the  period  of  one  year  in  addition  to  the  time  now  pre- 
scribed by  \aw ;  provided,  that  the  citizens  of  the  county  of  Titus,  be 
and  they  are  hereby  forever  released  from  all  obligations  to  pay  to 
said  Company  a  subsidy  of  two  hundred  thousand  dollars,  or  any 
part  thereof,  which  was  voted  to  said  Company,  by  the  citizens  of 
said  county  of  Titus,  in  the  month  of  July,  1872;  provided,  further, 
that  said  Company  may,  if  it  is  deemed  best  for  the  interest  of  the 
Company,  construct  their  road  upon  the  most  practicable  route,  be- 
tween Jefferson  and  Sulphur  Springs,  in  Hopkins  county. 

Sec.  2.  That  the  Board  of  Directors  of  said  Company  is  hereby 
authorized,  upon  a  vote  of  two-thirds  of  the  stock  of  said  Company, 
(each  share  being  entitled  to  one  vote),  to  mortgage  said  railroad, 
its  lands,  revenues  and  franchises,  jointly  or  separately,  to  raise 
money  to  construct  or  maintain  the  same,  upon  such  terms  and  con- 
ditions as  said  Company  may  deem  best;  and  to  issue  bonds  thereon, 
secured  by  such  mortgage;  and  to  do  and  perform  any  and  all  such 
acts  and  things  as  an  individual  might  lawfully  do,  to  forward  and 
promote  the  construction  and  maintenance  of  the  said  road. 

Sec.  3.  That  all  such  parts  of  the  said  act  of  incorporation  of  the 
said  Company,  and  the  acts  amendatory  of  and  supplementary  to 
the  same,  as  may  be  inconsistent  with  this  act,  are  hereby  repealed; 
and  that  this  act  be  in  force  from  and  after  its  passage. 

Approved  March  6th,  1875. 


UNION  TRUST  COMPANY  OF  NEW  YORK 


EAST  LINE  AND  RED  RIVER  RAILROAD  COMPANY. 


RELEASE  OF  MORTGAGE. 


State  of  New  York,  | 

City  and  County  of  New  York,  j 

The  Union  Trust  Company  of  New  York,  trustee,  doth  hereby  cer- 
tify that  certain  mortgage   bearing  date  the  first  day  of  September, 
one  thousand  eight  hundred  and  seventy-seven,  made  and  executed 
by  the  East  Line  and  Red  River  Railroad  Company  to  the  said  The 
Union  Trust  Company  of  New  York,  trustee,  to  secure  the  payment 
of  certain  bonds  of  said  Railroad  Company  in  the  aggregate  amount 
of  one  million  of  dollars,  of  which  there  have  been  executed  and  now- 
cancelled  by  the  Trustee  $225,000,  and   recorded  in  the  office  of  the 
clerks  of  the  following  named   counties,  viz:   MariOn,  October  18, 
1877,  in   Register  Record   Book  of  Trust  Deeds,  etc.,  "D,"  on  pages 
559  to  574,  both  inclusive;  Morris,  November  16,  1X77,  in  Mortgage 
Record,  Book  "A,"  on  pages  424  to  441,  both  inclusive;  Camp,  No 
vember  30,  1877,  in  Register  of  Mortgages,  Book  "A,"  pages  1 
238,  inclusive;  Cass,  December  18,  1 S 7 7 ,  in    Record    Book  of  Mort- 
gages "A,"  on  pages  380  to  392;  Titus,  February  15,  1878,  in  R< 
Book  "Y,"  on  pages  445  to  468,  inclusive;    Hopkins,    Mav   11.  1877, 
in  Record  of  Mortgages,  Book  "U,"  on  pages  620  to  636,  inclu 
Wood,   May  18,  1878,  in   Book  "L,"  Record  of  Deeds.  Mortj 
etc.,  on  pages  274  to  289,  inclusive,    is   fully  paid,  satisfied  and  can 
celled,  and  the  said  The  Union  Trust  Company  of  New  York,  Trus- 
tee, doth  hereby  consent  that  the  same  be  discharged  of  record. 
In  witness  whereof,  the   said   The   Union  Trust  Company  of  V  w 


404 

York,  Trustee,  hath  hereunto  caused  its  corporate  seal  to  be  affixed 
and  these  presents  to  be  subscribed  by  its  President  this  twenty-sixth 
day  of  June,  A.  D.  one  thousand  eight  hundred  and  eighty. 

UNION  TRUST  COMPANY  OF  NEW  YORK, 

Trustee, 

[l.  s.]  By  Edw.  King,  President. 

In  presence  of 


The  word  "trustee"  on  the  first  and  seventh  lines  of  the  first  page, 
and  on  first  line  of  second  page,  and  the  words  "of  which  there  have 
been  executed  and  now  cancelled  by  the  Trustee  $225,000,"  being 
interlined  over  a  caret  before  execution. 

Dan  Seymour. 


State  of  New  York, 
City  and  County  of  New  York. 

On  the  twenty-sixth  day  of  June,  A.  D.  one  thousand  eight  hun- 
dred and  eighty,  before  me,  Daniel  Seymour,  a  Notary  Public  in  and 
for  the  city  and  county  of  New  York,  dwelling  in  said  city,  and  duly 
commissioned  and  sworn,  personally  came  The  Union  Trust  Com- 
pany of  New  York,  Trustee,  by  its  President,  Edward  King,  person- 
ally known  to  me  to  be  the  person  whose  name  is  subscribed  to  the 
foregoing  instrument  as  President  of  the  Union  Trust  Company  of 
New  York,  and  known  to  me  to  be  the  President  of  said  Trust  Com- 
pany, and  who  acknowleged  to  me  that  he  executed  the  same  for  the 
purposes  and  considerations  therein  expressed. 

Given  under  my  hand  and  seal  of  office  this  twenty-sixth  day  of 
June,  A.  D.  1880. 

Daniel  Seymour, 
l.  s.  Notary  Public  New  York  City  and  County. 


Filed  for  record  July  6th,  A.  D.  1880,  at  3  o'clock  p.  m. 
Recorded  July  7th,  1880,  at  9  o'clock  a.  m. 

P.  F.  Brinck, 

C.  C.  C.   M.  D. 


405 

The  State  of  Texas,  "( 
County  of  Marion.      } 

I,  W.  F.  Jones,  Clerk  of  the  County  Court  in  and  for  Marion 
county,  Texas,  do  hereby  certify  that  the  above  and  foregoing  instru- 
ment is  a  true  and  correct  copy  as  appears  of  record  in  my  office,  in 
Record  of  Deeds,  Book  "O,"  pages  45  to  47. 

Given  under  my  hand  and  seal  of  office,  at  Jefferson,  Texas,  this 
8th  day  ot  October,  A.  D.  1889. 

W.  F.  Jones, 
[l.  s.]  Clerk  County  Court  Marion  County,  Texas. 


EAST  LINE  AND  RED   RIVER  RAILROAD  COMPANY 

TO 

The  Fidelity  Insurance,  Trust  and  Safe  Deposit  Company. 


-• — «••»•♦- 


FIRST  MORTGAGE, 


June  1,    1880. 


THIS  INDENTURE,  made  the  first  day  of  June,  Anno  Domini, 
one  thousand  eight  hundred  and  eighty,  by  and  between  the  East 
Line  and  Red  River  Railroad  Company,  a  company  created  by 
and  existing  under  the  laws  of  the  State  of  Texas,  party  of  the  first 
part,  and  The  Fidelity  Insurance,  Trust  and  Safe  Deposit  Com- 
pany, of  the  city  of  Philadelphia,  State  of  Pennsylvania,  Trustee  as 
hereinafter  mentioned  and  described,  party  of  the  second  part; 

WITNESSETH: 

Whereas,  The  East  Line  and  Red  River  Railroad  Company  is 
by  its  charter  duly  authorized  to  construct,  own,  and  maintain  a  rail- 
way from  the  city  of  Jefferson,  in  the  county  of  Marion,  State  of 
Texas,  to  the  town  of  Greenville,  in  Hunt  county,  Texas,  and  thence 
vvestwardly  or  northwestwardly  to  the  western  limits  of  the  State  of 
Texas;  and, 

Whereas,  The  said  East  Line  and  Red  River  Railroad  Company 
has  already  completed,  in  accordance  with  the  requirements  of  its 
charter  and  the  laws  of  Texas,  that  portion  of  its  line  of  railway 
which  extends  from  the  city  of  Jefferson,  the  initial  point  of  said 
railway,  to  Sulphur  Springs,  the  county  site  of  Hopkins  county,  a 
distance  of  ninety-three  miles,  and  designs  immediately  to  construct, 
complete,  equip,  and  stock,  ready  for  use,  the  line  to  Decatur,  Wise 
county,  or  to  some  other  point  which   may,  in   the   discretion   of  its 


407 

directors,  be  legally  selected,  which  shall  be  in  all  not  exceed:: 
distance  of  two  hundred  (200)  miles  from  the  city  of  Jefferson,  and 
for  this  purpose  is  fully  empowered  by  law  to  issue  bonds,  and  the 
same  to  make  secure  and  protect  by  a  mortgage  or  deed  in  trust, 
covering  the  whole  or  any  part  of  its  line  of  railway,  with  its  ap- 
purtenances, and  all  and  every  part  of  its  estates  and  property,  with 
its  corporate  rights,  privileges,  liberties  and  franchises; 

And  Whereas,  The  stockholders  of  said  Company,  duly  con- 
vened, did,  on  the  tenth  day  of  May,  one  thousand  eight  hundred 
and  eighty,  by  a  vote  of  more  than  two-thirds  of  their  number,  adopt 
the  following  resolutions,  to-wit: 

Resolved,  By  the  stockholders  of  the  East  Line  and  Red  River 
Railroad  Company,  assembled  in  their  corporate  capacity,  at  the 
office  of  their  Company,  in  the  city  of  Jefferson,  State  of  Texas,  in 
obedience  to  and  in  compliance  with  the  notice  of  the  President, 
given  according  to  the  by-laws  of  the  same,  and  according  to  the  laws 
of  Texas  in  that  behalf  provided,  more  than  two-thirds  thereof  con- 
curring herein,  that  the  Directors  of  said  Company  be  authorized, 
requested  and  directed  to  mortgage,  or  to  execute  a  deed  of  trust 
upon  the  said  railway  already  constructed  from  Jefferson  to  Sulphur 
Springs,  and  that  may  hereafter  be  constructed  for  a  distance  nol  ex- 
ceeding two  hundred  miles  from  the  said  city  of  Jefferson,  in  Marion 
county,  Texas,  together  with  all  the  depots,  depot  grounds,  locomo 
tives,  and  rolling  stock  of  every  description  now  owned  by  said 
Company,  or  that  it  may  hereafter  acquire,  and  appurtenances,  and 
land  scrip,  and  lands,  as  may  be  acquired  from  the  State  of  Texas, 
together  with  its  corporate  rights,  liberties,  and  franchises,  and  in- 
come, and  to  isstie  upon  the  same  coupon  bonds,  payable  in  the, -old 
coin  of  the  United  States  of  America,  on  the  tir^t  daj  ol  June,  1910, 
in  the  City  of  New  York,  and  the  interest  payable  semi  annually  in 
the  City  of  New  York,  in  the  gold  coin  of  the  I  nited  States,  and  to 
bear  interest  at  the  rate  of  si\  per  cent  per  annum,  payable  upon 
the  first  days  of  June  and  December  of  each  year,  but  the  s.ii.l 
mortgage  or  deed  of  trust  shall  not  be  for  an  amount  of  aid  bonds 
exceeding  seven  thousand  ($7,000)  dollars  per  mile;  and  none  shall 
be  authorized  to  be  issued  except  upon  a  completed  railway,  and 
only  upon  sections  of  not  less  than  ten  1  10)  miles.  The  fil 
that  bonds  are  hereby  authorized  to  be  issued  upon  is  the  ninety - 
three  (93)  miles  now  completed  from  the  city  of  J  to  Sulphur 

Springs,  the  county  site  of  Hopkins  county,  in   tin-  State  of  Texas, 


408 

which  bonds  are  immediately  to  be  executed  and  delivered,  and 
thence  afterwards,  as  the  said  railroad  shall  be  constructed  in  sec- 
tions of  not  less  than  ten  (10)  miles  in  length,  on  westwardly  through 
such  counties  as  the  Board  of  Directors  in  their  discretion  may  de- 
termine to  construct  the  same,  according  to  the  provisions  of  its 
charter,  until  it  reaches  Decatur  in  Wise  county,  or  such  other  point 
as  the  Directors  may  legally  select;  not,  however,  to  exceed  in  all 
from  Jefferson,  the  initial  point  of  said  railway,  a  distance  of  two 
hundred  (200)  miles,  so  as  to  make  the  aggregate  amount  of  bonds, 
authorized  and  intended  to  be  authorized,  to  be  issued  by  this  resolu- 
tion, in  all,  one  million  four  hundred  thousand  ($1,400,000)  dollars, 
and  no  more,  and  only  pro  rata  as  the  actual  construction  and  com- 
pletion of  the  road  progresses,  in  sections  of  not  less  than  ten  (10) 
miles  in  length.  Said  bonds  shall  be  of  the  denomination  of  one 
thousand  ($1,000)  dollars  each,  and  numbered  consecutively  from 
one  (1)  to  one  thousand  four  hundred  (1,400)  inclusive;  and  the 
mortgage  or  deed  in  trust  and  bonds  shall  all  be  dated  the  first  day 
June,  1880;  and  the  principal  of  said  bonds  shall  be  payable  on  the 
first  day  of  June,  1910,  and  the  interest  semi-annually,  and  the  said 
mortgage  or  deed  in  trust  may  pledge  two  (2)  per  centum  of  the 
whole  amount  of  bonds  issued,  to  be  provided  and  set  aside  as  a 
sinking  fund  to  purchase  and  retire  the  bonds  hereby  anthorized  to 
be  issued,  to  commence  on  and  after  the  first  day  of  September, 
1885,  in  such  manner  as  may  be  stipulated  in  said  mortgage  or  deed 
in  trust;  and  the  Board  of  Directors  of  the  said  East  Line  and  Red 
River  Railroad  Company  are  hereby  authorized  to  have  the  said 
mortgage  or  deed  in  trust,  and  the  bonds  authorized  to  be  issued  in 
pursuance  of  the  same,  and  of  this  resolution,  executed  and  delivered 
to  such  persons  and  in  such  form,  and  with  stipulations,  guarantees, 
limitations,  restrictions,  and  conditions  as  they  may  deem  proper, 
necessary,  expedient,  and  appropriate  to  carry  out  the  object  and 
intent  of  this  resolution.  And  the  Secretary  of  this  meeting  is  di- 
rected to  record  this  resolution  upon  the  minute  book  of  this  Com- 
pany, and  to  furnish  a  copy  of  the  same  to  the  Board  of  Directors 
of  the  East  Line  and  Red  River  Railroad  Company. 

Resolved,  That  said  bonds  and  mortgages  be  in  the  form,  or  sub- 
stantially in  the  form,  submitted  by  counsel  at  the  present  meeting 
of  the  stockholders  of  this  Company. 

Resolved,  That  the  provisions  of  these  resolutions  be  carried  out 
by  the  Board  of  Directors  of  this  Company. 


409 

And  Whereas,  By  an  amendment  to  the  charter  of  said  Company, 
approved  March  6,  1875,  section  2  thereof,  it  is  provided, as  follows: 

Section  2.  That  the  Board  of  Directors  of  said  Company  is 
hereby  authorized,  upon  a  vote  of  two-thirds  of  the  stuck  of  said 
Company  (each  share  being  entitled  to  one  vote),  to  mortgage  said 
railroad,  its  lands,  revenues,  and  franchises,  jointly  or  separately,  to 
raise  money  to  construct  or  maintain  the  same,  upon  such  terms  and 
conditions  as  said  Company  may  deem  best;  and  to  issue  bonds 
thereon  secured  by  such  mortgage;  and  to  do  and  perform  any  and 
all  such  acts  and  things  as  an  individual  might  lawfully  do  to  for- 
ward and  promote  the  construction  and  maintenance  of  the  said  road. 

And  Whereas,  The  Board  of  Directors  of  said  Company,  pur- 
suant to  the  foregoing  resolutions  and  the  legal  authority  vested  in 
them,  have  authorized  and  directed  the  execution,  issuance  and  uses 
of  said  bonds  and  coupons  as  provided,  and  in  the  form   as  follows: 

UNITED  STATES  OF    AMERICA, 

State  of  Texas. 

First    Mortgage  Six    Per    Cent.    Gold  J  loud. 

$1,000  J  1,000 

The  East  Line  and  Red    River   Railroad   Company,  for   valui 
ceived,  acknowledges  itself  to  be  indebted,  and    promises  to   pay   to 
W.  B.  Ward,  of  the  city  of  Jefferson  I   Texas,  or    bearer,  the 

sum  of  one  thousand  dollars  in  United  Si  I  1  oin,  at  the  office 

of  its  agency  in  the  City  of  New  York,  on  the  first  day  of  June. 
1910,  with  interest  thereon  at  the  rate  of  >ix  per  centum  per  annum, 
payable  semi-annually  at  the  place  aforesaid,  in  like  gold  coin,  on 
the  first  days  of  June  and  December  in  each  year,  as  specified  in 
and  on  presentation  of  the  annexed  coupons  therefor,  until  the  said 
principal  sum  shall  be  paid  as  specified.     In  the   non  pay 

ment  of  any  semi-annual  install  intere  1  tor  a   period 

months  after  the  same  shall  have  become  due.  the  principal  hereof 
shall  become  due,  as  provided  in  the  mortgage  hereinaftei  mentioned. 
This  bond  is  one  ot  a  series  of  one  thousand  foui  hundred  bonds 
of  like  tenor  and  date,  numbered  1  01  \v  iron,  one  to  fourteen 

hundred  inclusive,  agregating  1.400,000  dollars,  issued,  or  win.  I 
be  issued  as  the  construction  of  the  railway  shall  progress,  but  which 
shall   be  issued    only  upon  the  basis  of  seven  thousand  dollars  per 


4-io 

mile  of  completed  railway,  and  no  more,  and  is  authorized  by  a 
resolution  of  the  stockholders  of  said  Company,  adopted  at  a  meet- 
ing held  by  them  in  their  corporate  capacity  according  to  its  char- 
acter and  the  law,  and  is  and  shall  be  secured  by  a  first  mortgage  of 
even  date  herewith,  in  like  manner  authorized,  duly  executed,  and 
delivered  by  the  said  Company  to  the  Fidelity  Insurance,  Trust  and 
Safe  Deposit  Company,  of  the  city  of  Philadelphia,  State  of  Penn- 
sylvania, Trustee,  conveying  to  it  the  railway  constructed  from  Jef- 
ferson to  Sulphur  Springs,  and  to  be  constructed  from  thence  to 
Decatur,  Wise  county,  Texas,  or  to  such  other  place  as  the  Directors 
may  hereafter  legally  direct,  not  exceeding,  however,  in  all,  two 
hundred  miles  from  the  city  of  Jefferson,  together  with  all  the  depots, 
depot  grounds,  locomotives,  rolling  stock,  income  and  all  appurte- 
nances, and  its  corporate  rights  and  franchises,  together  with  such 
land  scrip  and  land  as  may  be  acquired  from  the  State  of  Texas. 
The  payment  of  this  bond  is  further  secured  by  a  sinking  fund,  pro- 
vided for  in  said  mortgage,  of  not  less  than  two  per  centum  per  an- 
num of  the  whole  amount  of  bonds  then  issued,  to  commence  in  its 
operation  on  and  after  the  first  day  of  September,  A.  D.  1885,  and 
which  is  pledged  for  the  purpose  of  providing  a  fund  for  purchasing, 
extinguishing,  and  retiring  these  bonds.  This  bond  shall  pass  by 
delivery,  but  shall  not  become  binding  and  obligatory  until  the  cer- 
tificate hereon  is  signed  by  the  Trustee  heretofore  mentioned;  and 
before  the  said  certificate  shall  be  signed,  it  is  expressly  stipulated 
and  agreed  that  this  Company  shall  file  with  the  said  Trustee  a  duly 
authenticated  copy  of  the  report  of  the  State  Engineer,  or  of  the 
person  appointed  by  the  authority  of  the  State  of  Texas  to  inspect 
and  pass  thereon,  showing  the  number  of  miles  of  road  hereafter 
completed;  but  the  bonds  for  the  ninety-three  miles  now  completed 
shall  be  certified  and  delivered  to  said  Company  by  the  Trustee,  ac- 
cording to  the  provisions  of  the  mortgage. 

In  witness  whereof,  the  East  Line  and  Red  River  Railroad  Com- 
pany, under  and  by  virtue  of  the  laws  of  the  State  of  Texas,  and  in 
accordance  with  its  chartered  rights,  has  caused  this  bond  to  be 
signed  by  its  President  and  Secretary,  and  its  corporate  seal  to  be 
affixed  hereto,  in  the  city  of  Jefferson,  State  of  Texas,  this  first  day 
of  June,  A.  D.  1880. 

[l.  s.]  ,  President. 

— ,  Secretary. 


4ii 

$30.  Coupon  No. $*o. 

The  East  Line  and  Red  River  Railway  Company  will  pay  to  the 
bearer  hereof  on  the  first  day  of  188 — ,  in  gold  coin  of  the 
United  States,  thirty  dollars,  at  the  office  of  the  agencj  of  the  <  Com- 
pany, in  the  City  of  New  York,  for  interest  due  on  Its  bond  No. . 

,  Treasurer. 


And  Whereas,  The  coupons  annexed  to  such  bonds  hear  upon 
their  face,  printed  thereon,  a  fac  simile  of  the  signature  of  the 
Treasurer  of  the  said  party  of  the  first  part,  which  is  hereby  declared 
to  be  of  the  same  force  and  efficacy  as  if  written  in  his  own  proper 
handwriting,  under  authority  from  the  Board  of  Directors  and  stock- 
holders of  said  Company; 

And  Whereas,  The  Board   of  Directors  of  said   Company,   at  a 
meeting  thereof,  duly  held  on  the  eleventh  day  of  May,  one  thousand 
eight  hundred  and  eighty,  did  adopt,  authorize,  and  approve  the 
form  of  bonds  and  coupons,  and  this  mortgage  or  i\cc>\    in    trust   for 
the  purpose  of  securing  the  same; 

Now,  this  Indenture  Witnesseth: 

That    said    party    of  the  first  part,   in  consideration  of  the  prem- 
ises, and   of  the   sum   of  one  dollar,  to   it  paid  by  the  party  of   the 
second  part,  before  the  ensealing  and    delivery    of  these   presents, 
the  receipt  whereof  is  hereby  acknowledged,  and  tor  the   purpos< 
securing  the  payment  of  the  principal  and  inti  the  said   four 

teen  hundred  (1,400)  bonds,  or  of  so   many  of  such    bonds  as«may 
be    issued    hereunder,  according    to    tin-  tenor  thereof,  hath  granted, 
bargained,   sold,   assigned,   released,   and    conveyed,   and    by    these 
presents    doth   grant,   bargain,    sell,  assign,  release  and  convey  unto 
the  said  partv  of  the  second  part,  and  its  lawful  successor  or  3U 
sors,  and  assigns,  all  and  singular  the  railwa)    constructed   from   the 
city  of  Jefferson  to  Sulphur  Springs,  and  to  be  constructed  thence  to 
Decatur,  Wise  county,  Texas,  or  to  such  other  pla<  e  as  tin-  I  >ir< 
may   thereafter   legally  direct,  not   exceeding,   however,  in  all.  two 
hundred  (200)    miles  from  the  city  ol  Jefferson;  including  the  road 
bed  and  superstructure  and  the  right  of  wa)  ol    aid  railroad,  and  all 
lands  and  real  estate  held  for  railroad  put  ■  side 

tracks,  bridges,   viaducts,    buildings,    depots,    station    h< 
houses,  shops,  warehouses,  turn  tables,  water  true- 

tures  erections,  fixtures  and  appurtenances,  and   all  other  thin 
whatever  kind  thereunto   belonging   or  in  any  wise  appertainin 


41  2 

which  have  been  or  may  be  acquired  or  provided  for  use  upon  or  in 
connection  with  the  said  railroad;  and  all  lands  acquired  or  designed 
for  depots,  warehouses  and  other  structures  at  either  terminus,  as 
well  as  along  the  line  of  said  road;  and  also  all  the  locomotives,  en- 
gines, cars,  and  other  rolling  stock,  equipment,  machinery,  instru- 
ments, tools,  implements,  materials,  furniture  and  other  chattels  now 
or  hereafter  belonging  or  appertaining  to  said  railroad,  and  all  prop- 
erty, both  real  and  personal,  of  every  kind  and  description  which 
shall  hereafter  be  acquired  for  use  upon  or  in  connection  with,  or  for 
the  purposes  of  the  said  railroad;  and  all  the  corporate  rights,  privi- 
leges, and  franchises  which  the  said  party  hath  and  can  exercise  or 
shall  hereafter  acquire  or  possess,  of,  in,  to,  upon,  or  in  respect  of, 
the  said  railroad,  or  necessary  for  the  construction,  maintenance  or 
operation  of  said  railroad,  or  anything  belonging  or  appertaining, 
or  which  may  hereafter  belong  or  appertain  to  the  same,  or  any  part 
thereof;  also  all  the  right,  title,  interest,  and  claim  which  the  party 
of  the  first  part  has  now  or  may  acquire,  or  become  entitled  to,  in 
any  land  scrip  or  land  from  the  State  of  Texas,  and  all  the  rents, 
issues,  profits,  tolls,  and  other  income  of  the  said  railroad,  and  all 
the  rights,  privileges  and  franchises  whatsoever  which  the  said  Rail- 
road Company  now  posseses,  owns  or  is  entitled  to,  and  all  rights, 
privileges,  and  franchises,  properties,  real  and  personal,  and  rights 
and  things  which  the  said  Railroad  Company  may  or  shall  acquire, 
possess,  or  become  entitled  to  for  the  purposes  or  in  connection 
with  said  railroad,  or  the  operation,  use  and  maintenance  thereof; 
and  -also  in  case  the  said  Trustee,  or  its  successor  or  successors,  shall, 
at  any  time  hereafter,  lawfully  enter  into  the  possession  of  the  said 
railroad,  with  its  appurtenances  hereby  mortgaged,  or  have  a  receiver 
appointed  for  the  same,  any  and  all  fuel  or  supplies  intended  for  use 
in  and  about  the  operation,  repair,  or  maintenance  of  said  railroad, 
which  said  Railroad  Company  may  have  on  hand  at  the  time  of  the 
said  Trustee  so  entering  into  possession,  or  at  the  time  of  such  re- 
ceivership being  granted  or  applied  for;  and  all  the  other  property 
and  effects,  both  real  and  personal,  which  said  Company,  at  such 
time  of  the  Trustee  so  entering  into  possession,  or  the  granting  of, 
or  application  for  such  receivership,  may  own,  or  possess,  or  be  en- 
titled unto  in  respect  of  the  said  railroad,  to  have  and  to  hold,  all 
and  singular,  the  property,  real  and  personal,  with  the  hereditaments 
and  franchises,  and  all  and  singular  the  chartered  rights,  liberties 
and  franchises,  and  all  the  rights  and  things  hereby  conveyed,  or 
purporting  and  hereby  intended   to   be  conveyed  unto  the  party  of 


413 

the  second  part,  its  successors  and  assigns  forever. 

In  trust,  nevertheless,  for  the  use,  benefit  and  security  of  all  and 
singular  the  persons  and  corporations  who  or  which  shall,  from  time 
to  time,  be  lawful  owners  or  holders  of  any  of  the  said  one  thousand 
four  hundred  (1,400)  Donds,  of  one  thousand  dollars  each,  which 
may  be  issued  and  outstanding,  with  pro  rata  equality,  without  pref- 
erence or  priority,  of  any  such  bondholders  over  any  oi  the  others, 
and  upon  the  terms  and  conditions,  and  with  the  powers  hereinafter 
expressed;  that  is  to  say: 

Article  1.  None  of  the  said  bonds  shall  be  deemed  issued,  or  be 
valid,  or  be  deemed  secured  by  this  mortgage,  until  there  shall  have- 
been  indorsed  upon  it  a  certificate,  duly  signed  by  the  party  of  the 
second  part,  or  its  successor  or  successors,  to  the  effect  following, 
viz.:  "The  Fidelity  Insurance,  Trust  and  Safe  Deposit  Company,  of 
Philadelphia,  the  Trustee  mentioned  within,  hereby  certifies  that  ihe 
within  bond  is  one  of  the  series  described  in  the  mortgage  referred 
to,  which  has  been  duly  executed,  recorded,  and  delivered  to  the 
Trustee.  Six  hundred  and  fifty-one  of  these  bonds  will  be  certified 
and  delivered  to  the  Company  on  the  execution  of  the  mortj 
being  at  the  rate  of  seven  thousand  ($7,000)  dollars  per  mile  of  rail- 
road already  constructed;  and  as  sections  of  road,  not  less  than  ten 
miles,  are  completed  and  inspected,  the  residue  of  the  bonds  shall 
be  certified  and  delivered,  at  the  rate  of  seven  thousand  i>;,ooo) 
dollars  per  mile." 

Article  2.  It  is  further  understood  and  agreed  that  until  default 
shall  be  made,  either  in  the  principal  or  interest  of  any  of  thi 
bonds,  said  Company  is  suffered  and  permitted  to  possess,  hold,  and 
enjoy  the  said  railway,  with  all  its  appurtenances  and  equipments, 
and  all  property  conveyed  herein;  and  to  use  and  operate  the  same, 
and  to  receive  the  income  and  profits  thereof  in  the  same  manner 
as  though  this  indenture  had  never  been  made  and  exe<  uted,  except 
as  hereinafter  expressed  with  reference  to  any  land  scrip  or  lands 
hereafter  earned  or  acquired  from  the  State  of  Texas  bj  the  con 
struction  of  said  road. 

It  is  covenanted  and  agreed  that  while  the  said    part)    ol   the   first 
part  shall  remain   in   possession  of  the  premises  hereby  mortj 
and   there   shall    be   no   default   in    the    payment  of  interest,  linking 
fund,  or  principal  hereunder,  the  said  party  ol   the    <  <  ond  part,  or  its 
successor   or   successors  in   the  said  trust,  shall  have  full  power  and 


414 

authority,  to  be  exercised  in  its  or  their  own  discretion,  to  release 
from  the  lien  and  operation  of  these  presents,  in  such  manner  as  it 
or  they  may  deem  proper,  any  portion  of  the  premises  or  property 
hereby  mortgaged  which  may  be  appurtenant  to  the  said  railroad,  or 
which  may  have  been  acquired  or  held  for  the  uses  or  purposes 
thereof,  but  which,  in  the  judgment  of  the  said  Trustee,  shall  be  no 
longer  requisite  for  use  in  connection  therewith,  or  which  shall  have 
been  acquired  or  held  for  stations,  depots,  shops,  or  other  buildings, 
or  for  supplying  fuel,  gravel,  or  other  material,  and  which,  in  the 
Trustee's  judgment,  shall  be  no  longer  requisite  to  be  kept  for  such 
purposes,  and  likewise  any  lands  not  occupied  by  the  track  which 
may  become  disused  by  reason  of  the  change  in  the  location  of  any 
station  house,  depot,  shop,  or  other  building  connected  with  the  said 
railroad,  and  likewise  any  land  occupied  by  the  tracks  adjacent  to 
snch  station  house,  depot,  shop,  or  other  building,  which  the  said 
party  of  the  first  part,  its  successors  or  assigns,  may  deem  it  expe- 
dient to  disuse  or  abandon  by  reason  of  such  change,  and  likewise 
any  part  of  the  original  line  of  track  or  roadway,  and  of  the  depot 
grounds,  buildings,  or  accommodation  connected  therewith,  which 
may  have  been  thrown  out  of  use  and  ceased  to  form  part  of  the 
railroad  at  the  time  of  such  release  by  reason  of  straightening  or  al- 
teration of  the  line  of  the  said  road;  provided,  always,  that  the 
power  of  release  given  by  this  article  is  designed  to  be  exercised, 
and  shall  be  exercised  only  in  case  of  the  said  Railroad  Company's 
selling,  or  contracting  to  sell,  the  property  so  to  be  released,  because 
of  its  being  no  longer  required  for  the  uses  or  purposes  of  said  rail- 
road, and  requiring  the  same  to  be  released  in  order  to  give  a  per- 
fect title  to  the  purchaser  or  purchasers;  and  provided,  further,  that 
when  such  released  premises  shall  have  been  thrown  out  of  use  or 
cease  to  be  required  by  reason  of  change  of  the  line  of  road,  or 
change  of  depot  grounds,  buildings,  or  other  accommodations,  sub- 
stitutes therefor,  of  equal  or  greater  value,  shall  be  conveyed  by  ap- 
propriate deeds  to  the  Trustee  upon  the  trusts,  and  for  the  uses  and 
purposes  of  this  indenture,  before  the  giving  ©f  such  release  under 
the  power  contained  in  this  article. 

Article  j.  The  said  party  of  the  first  part  binds  itself  to  pay  and 
satisfy  all  taxes  of  every  kind  whatsoever,  which  may  be  lawfully 
levied  or  imposed  upon  any  of  the  lands,  property,  or  objects  em- 
braced in  this  mortgage.  Should  it  fail  so  to  do  for  sixty  days  from 
the  time  when  such  taxes  shall  become  due  and  payable,  the  party 
ot  the  second  part,  its  successor  or  successors,  may  pay  them  and 


415 

collect  any  amount  so  paid  from  the  party  of  the  first  part,  or  it 
may  use  any  money,  funds,  or  bonds  of  the  party  of  the  first  part 
for  that  purpose. 

Article  4.  If  default  be  made  in  the  payment  of  the  interest 
which  shall  accrue  upon  said  bonds,  or  any  of  them,  or  any  part 
thereof,  or  of  the  sinking  fund,  or  any  part  thereof,  and  if  the  default 
continues  for  the  space  of  six  months,  said  party  of  the  second  part, 
its  successor  or  successors  in  said  trust,  is  hereby  empowered  to,  and 
upon  the  request  of  the  holders  of  one-third  of  the  bonds  issued 
hereunder  and  then  outstanding,  shall  commence  foreclosure  pro- 
ceedings for  such  interest  or  sinking  fund,  or  enter  upon  and  take 
possession,  without  process  of  law,  or  other  legal  proceedings,  of  the 
railway  herein  mortgaged,  so  far  as  said  line  may  then  be  constructed 
or  in  operation,  together  with  all  and  singular  the  equipment  and 
rolling  stock,  depots,  and  appurtenances  as  hereinbefore  described, 
as  well  as  all  land  scrip  and  lands  then  earned  or  acquired,  and  is 
authorized  to  operate  and  work  said  railway,  making  from  time  to 
time,  while  in  posssession,  all  such  repairs  and  replacements,  and  all 
such  alterations,  additions,  and  improvements  to  the  said  railroad 
and  other  mortgaged  property  as  shall  be  necessary  and  proper,  and 
as  the  income  of  the  said  mortgaged  premises  shall  be  adequate  to 
pay  for,  and  to  receive  the  earnings,  income,  and  profits  of  the  same, 
and  pay  the  expenses  of  operating  and  maintenance  until  the  Del 
profits  shall  be  sufficient  to  pay  and  discharge  all  existing  arrears  of 
interest  or  sinking  fund,  whereupon  said  arrears  of  interest  or  sinking 
fund  shall  be  paid,  and  all  of  said  property  shall  be  surrendered  and 
delivered  to  the  party  of  the  first  part. 

It  is  understood  that  while  so  in  possession,  the  party   of  the  se< 
ond  part   shall   have   free  access   to  all  the  books  of  the  Company, 
and  shall  have  the  right  to  pay  out  of  said  earnings  its  own  expel 
with  reasonable  charges  and  costs. 

Article  5.     In  case  of  default  in  the  payment  of  any  interest  upon 
said    bonds,  and   such    default   continuing  twelve  months,  the  whole- 
principal   sum    mentioned    in   each    and    all   of  said  bonds  then  out 
standing  shall,  at  the  option  of  the  holders  of  one  third   in  in! 
of  the  said  bonds  then  outstanding,  forthwith  become  dm- and  paya 
ble,  and  in  that  event,  or  in  case  of  default    in    the    payment    of  the 
principal    of  said   bonds,   or   any   of  them,   at   the    maturity  of  said 
bonds,  the  parly  of  the  second  part,  or  its  successor  or  successors  in 
this  trust,  shall  foreclose  this  mortgage  by  legal  proceedings,  and  sell, 


4i6 

or  cause  to  be  sold,  the  said  railway  and  property,  and  all  the  rights, 
privileges,  and  franchises,  and  all  the  appurtenances  herein  conveyed, 
as  above  expressed,  including  lands  and  land  scrip,  as  well  as  all  the 
benefit  of  the  equity  of  redemption  of  the  party  of  the  first  part  in 
and  to  the  same,  with  the  benefit  of  the  franchises  aforesaid,  which 
sale  shall  be  at  public  auction,  in  the  City  of  New  York,  or  at  Jeffer- 
son, Texas,  on  previous  notice  of  time  and  place  of  such  sale  by 
advertisement,  published  not  less  than  three  times  a  week,  for  ten 
weeks,  in  at  least  two  newspapers  of  general  circulation  published  in 
the  City  of  New  York,  two  in  the  city  of  Philadelphia,  and  two  in 
the  State  of  Texas,  and  in  such  other  places  as  may  be  required  by 
law.  And  the  party  of  the  second  part,  its  successor  or  successors, 
shall  make  and  deliver  to  the  purchasers  of  the  said  premises  good 
and  sufficient  deeds  of  conveyance  for  the  property,  rights,  privileges, 
and  franchises,  in  fee  simple,  and  such  sale  and  conveyance  shall  be 
a  perpetual  bar,  both  in  law  and  equity,  against  the  party  of  the  first 
part,  its  successors  and  assigns,  and  all  others  claiming  by,  or  through, 
or  under  them,  of  all  right,  title,  interest,  or  claim  in  and  to  the 
property,  rights,  privileges,  and  franchises  herein  conveyed,  and 
every  part  and  parcel  thereof.  The  party  of  the  second  part,  its 
successor  or  successors,  may  bid  for  and  purchase  said  property, 
rights,  privileges,  and  franchises,  or  any  part  thereof,  at  any  such 
sale.  From  the  proceeds  of  such  sale,  the  party  of  the  second  part, 
its  successor  or  succcessors,  shall  deduct  its  just  allowances  for  the 
expenses  thereof,  including  reasonable  attorney  and  counsel  fees,  and 
all  expenses  which  may  have  been  occasioned  in  managing  the  said 
railroad,  or  the  business  thereof,  together  with  just  compensation  for 
its  services.  After  doing  this,  the  proceeds  of  sale  shall  be  applied 
to  the  payment  of  the  principal  and  interest  of  the  said  bonds  then 
outstanding.  If  not  sufficient  to  pay  the  whole  amount,  then  pro 
rata  without  discrimination  or  preference.  If  there  be  a  surplus,  it 
shall  be  paid  over  to  the  party  of  the  first  part,  or  as  any  Court  of 
competent  jurisdiction  may  order.  But  the  purchaser  or  purchasers 
at  such  sale  shall  not  be  bound  for  the  application  of  the  purchase 
money  after  paying  it  to  the  party  of  the  second  part,  its  successor 
or  successors,  or  as  the  Court  may  direct,  or  be  in  any  manner  an- 
swerable for  the  loss  or  misapplication  thereof. 

It  is  covenanted  and  agreed  that  the  purchaser  or  purchasers  at 
any  sale  of  the  mortgaged  premises  hereunder  shall  be  entitled,  in 
making  settlement  for  and  payment  of  the  purchase  money  bidden 
at  such  sale,  to  turn  in  and  use  towards  the    payment   of  such    pur- 


41/ 

chase  money  any  of  the  bonds  or  coupons  held  by  such  purchaser 
or  purchasers,  to  or  towards  the  payment  whereof  the  net  proceeds 
of  such  sale  shall  be  legally  applicable,  reckoning  such  bonds  or 
coupons  for  such  purpose  at  such  sum  as  shall  be  payable  out  of  the 
net  proceeds  of  such  sale  to  such  purchaser  or  purchasers  as  holder 
or  holders  of  such  bonds  or  coupons  for  his  or  their  just  share  and 
proportion  in  that  character  of  such  net  proceeds  of  sale,  upon  due 
apportionment  of  and  accounting  concerning  such  net  proceeds,  due 
receipts  and  acknowledgements  being  thereupon  given  by  the  holders 
of  such  bonds  or  coupons  for  the  amount  thus  realized  thereon,  by 
means  of  turning  in  and  using  the  same  as  aforesaid,  and  the  said 
bonds  or  coupons  being  either  delivered  up  to  the  person  or  persons 
making  the  sale  and  entitled  to  receive  payment  of  the  purchase 
money,  or  due  indorsement  being  made  thereon  of  the  amount  so 
realized  on  account  thereof. 

Article  6.     The    said,    The    East    Line   and    Red   River  Railroad 
Company,  the  party  of  the  first  part,  does  for   itself  and    its    sui 
sors  covenant,  promise,  and  agree  with  the  party  of  the  second  part, 
and  its  successor  and  successors,  that  it  will  at  any  time  or  times  here- 
after execute,  acknowledge,  and  deliver  under  its   corporate   seal,   to 
the    party    of  the   second   part,  its   successor  or  successors,  all  such 
further  and  other  assurances,  conveyances,  transfers,  and  instruments 
in  writing,  and  do  all  such  further  acts  as  may   be   proper   or   ne<  es 
sary,  or  as  the  counsel  of  said  party  of  the  se<  ond  part,    its  succes 
sor  or  successors,  learned  in  the  law,  shall   deem    necessary,   proper, 
or  expedient,  for  the  better  and  more  effectual  securing    ^\  the   pay 
ment   of  the  series   of  bonds  provided  to  be   issued   under  and  by 
virtue  of  these  presents,  and  the  interest  due  or  to  become  due  there- 
on, and  for  carrying  into  effect  the  object  and  design  of  tins  i  onvej 
ance,  and  preserving  and  keeping  valid  the  lien   hereby   Intended   to 
be  created  upon  the  property  herein  and  hereby  com 

Article  7.  The  party  of  the  first  part  does  hereb)  «  ovenanl  and 
promise  with  and  to  the  party  oi  the  second  part,  that  it  will  ap 
propriate  and  set  apart,  from  and  out  of  the  earnings  oi  the  said 
railroad,' for  the  year. commencing  September  1st.  1885,  and  each 
successive  year  thereafter,  until  all  the  bonds  provided  for  bj  this 
indenture  shall  be  paid  off  and  extinguished,  a  sum  annually  equal 
to  not  less  than  two  per  cent,  oi  the  amount  of  all  such  bonds  as 
shall  then  be  outstanding  hereunder,  which  sum  shall  be  paid  to  tin- 
party  of  the  second  part,  its  successor  01  n  this  trust,  bj 


4i8 

the  party  of  the  first  part,  on  or  before  the  fifteenth  day  of  December, 
following  the  close  of  each  of  said  years,  and  the  said  last  mentioned 
moneys,  together  with  all  moneys  which  may  accrue  to  and  be  re- 
ceived in  the  execution  of  said  trust,  and  the  interest  on  all  bonds 
purchased  or  received  by  the  party  of  the  second  part,  its  successor 
or  successors  in  this  trust,  under  the  provisions  of  this  conveyance 
(which  interest  shall  be  regularly  paid  by  the  party  of  the  first  part, 
to  the  party  of  the  second  part,  its  successor  or  successors  in  this 
trust,  until  the  maturity  of  the  bonds),  after  debiting  all  charges  and 
expenses  in  the  execution  thereof,  shall  constitute  a  sinking  fund  for 
the  redemption  of  the  said  bonds,  and  shall  be  faithfully  applied  to 
that  object. 

The  holders  of  one-third  in  amount  of  the  bonds  issued  hereunder 
at  any  time  outstanding  may,  by  an  instrument  in  writing,  or  con- 
current instruments  in  writing,  executed  under  their  hands  or  the 
hands  of  their  attorneys  in  fact,  at  any  time  when  the  party  of  the 
first  part  is  unable  to  pay  the  same,  suspend  for  a  period  not  greater 
than  five  years  at  any  one  time  the  operation  of  the  provisions  here- 
in contained,  in  respect  to  the  payment  by  the  party  of  the  first  part 
to  the  party  of  the  second  part  of  a  sum  not  less  than  two  (2)  per 
cent,  of  the  bonds  outstanding  toward  the  sinking  fund  hereunder, 
and  the  holders  of  two-thirds  in  interest  of  such  outstanding  bonds 
issued  hereunder  may  at  any  time,  by  an  instrument  in  writing,  or 
concurrent  instruments  in  writing,  under  the  hands  of  themselves, 
or  their  attorneys  in  fact,  set  aside  and  annul  during  the  whole  or 
any  part  of  the  remainder  of  the  period  covered  by  this  mortgage, 
the  operation  of  said  provisions  in  respect  to  the  payment  of  such 
sum  toward  such  sinking  fund.  And  the  lien  of  said  mortgage  shall 
not  otherwise  be  affected  thereby. 

Article  8.  It  shall  be  the  duty  of  the  party  of  the  second  part,  and 
of  its  successors,  to  invest  the  sinking  fund,  as  fast  as  it  accumulates, 
after  retaining  taxes  thereon,  and  the  expenses  of  the  trust,  in  the 
bonds  hereby  and  herein  authorized  and  secured,  at  their  current 
market  value,  not  exceeding  five  per  cent,  above  par,  exclusive  of 
interest;  and,  if,  after  twenty  days'  public  notice  in  two  newspapers 
of  general  circulation,  published  in  the  cities  of  New  York  and 
Philadelphia,  to  be  selected  by  the  party  of  the  second  part,  its  suc- 
cessor or  successors  in  said  trust,  inviting  proposals  for  the  sale  of 
said  bonds,  they  can  not  be  purchased  at  a  satisfactory  price,  not  ex- 
ceeding five  per  cent,  above  par,  exclusive  of  interest,  then  the  party 
of  the  second  part,  its  successor  or  successors  in  said  trust,  shall  call 


419 

for  the  presentation  of  so  many  of  said  bonds  as  the  money  then 
remaining  in  hand,  with  any  accretions,  will  be  sufficient  to  redeem, 
ascertaining  those  to  be  redeemed  by  a  drawing,  in  the  pri 
the  party  of  the  second  part,  its  successor  or  successors  in  said  I 
and  an  executive  officer  or  duly  authorized  agent  of  the  East  Line 
and  Red  River  Railroad  Company  and  a  notary  public,  in  which 
drawing  all  the  bonds  then  outstanding  shall  fairly  participate; 
through  their  respective  numbers;  and  the  notary  public  shall  certify 
the  result  to  the  parties  hereto.  And  thereupon  notice  shall  be  given 
by  said  party  of  the  second  part,  its  successor  or  successors  in  said 
trust,  by  ten  successive  insertions  in  two  newspapers  published  in 
New  York  and  Philadelphia  (a  morning  and  evening  paper  in  each 
city)  fixing  a  day  not  less  than  twenty  days  after  said  drawing,  upon 
which  said  bonds,  designating  them  by  their  numbers,  will  be  paid, 
at  par,  and  five  per  cent,  premium,  together  with  interest  thereon  to 
the  day  of  redemption;  after  which  date  such  designated  bonds  shall 
cease  to  bear  interest  in  the  hands  of  the  holders;  and  all  bonds 
purchased  or  paid  out  of  said  fund  shall  be  registered  in  the  name  of, 
and  stamped  by,  the  party  of  the  second  part,  its  successor  or  sue 
cessors  in  said  trust,  and  cancelled;  but  the  interest  thereon  shall  be 
regularly  paid  by  the  party  of  the  first  part  to  the  party  of  the 
ond  part,  its  successor  or  successors  in  said  trust,  until  the  maturity 
thereof,  but  both  parties  shall  keep  registers  of  all  bonds  so  pur- 
chased and  paid  subject  to  the  inspection  of  the  bondholders  ami 
stockholders;  and  the  bonds  so  cancelled  shall  be  reported,  by  num 
bers  and  amounts,  annually  to  the  stockholders. 

The  trustees  are  authorized  and  empowered  to  invest  any  surplus 
of  the  sinking  fund  on  hand,  in  United  States  securities,  until  it  can 
be  used  in  purchasing  and  retiring  the  bonds  herein  authorized. 

Article  g.     The  party  of  the  second  part,  its  successor  or   sui 
sors,    as    often   as   once   in    each    year,  shall  make  and  furnish  to  the 
party  of  the  first  part  a  detailed   statemenl  of   the  moneys  and  Be 
curities  in  their  hands,  and   all   such   other  matters  connected  with 
said  trusteeship  as  the  party  of  the  first  part  ma)  r<  a  onabl)  require. 
In  case  of  the  resignation,  insolvency,   incapacity,   or  inability 
any  other  reason  of  the  part)  ol   the    econd  ]  01  01 

successors,    to    act   in   execution    ol    this    trust,    the  holders  "t    a  ma 
jority  in  interest  of  said  outstanding  bonds  maj   -elect   or   i 
one   or   more   competent  persons,  or  a  corporation,  t 
trust,   and  the  person   or  persons,  or  corporatioi  icted  shall 

have  all  the  rights  and  privileges  <  onferred  by  thi  ince  upon 


420 

the  party  of  the  second  part,  and  shall  be  required  to  perform  the 
same  duties.  The  bondholders  failing,  after  thirty  days'  notice  pub- 
lished in  two  newspapers  of  general  circulation  in  New  York  and 
two  in  Philadelphia,  to  fill  such  vacancy,  the  President  for  the  time 
being  of  the  party  of  the  first  part  shall  make  a  temporary  appoint- 
ment for  such  vacancy  which  shall  continue  until  the  holders  of  a 
majority  in  interest  of  said  outstanding  bonds  shall  designate  a  new 
Trustee,  or  new  Trustees,  to  act  hereunder.  When  the  holders  of  a 
majority  in  interest  of  the  outstanding  bonds  shall  by  an  instrument 
in  writing,  or  concurrent  instruments  in  writing,  executed  by  them- 
selves or  their  attorneys  in  fact,  designate  a  new  Trustee,  or  new 
Trustees,  under  this  mortgage,  the  estate,  powers,  rights,  and  privi- 
leges hereunder  of  any  Trustee  other  than  the  Trustee  appointed  by 
these  presents  shall  immediately  cease  and  determine,  and  be  trans- 
ferred to  and  vest  in  the  new  Trustee  or  new  Trustees  so  designated, 
and  thereafter  such  new  Trustee  or  new  Trustees  shall  hold  such  es- 
tate, rights,  powers,  and  privileges  with  the  like  effect  as  if  he,  it,  or 
they  had  been  designated  as  the  party  of  the  second  part  hereunder. 

Article  JO.  Any  land  scrip  that  may  be  hereafter  acquired  from 
the  State  of  Texas  by  constructing  the  road  herein  mentioned,  may 
be  located  or  not,  at  the  option  of  the  party  of  the  first  part.  If 
located,  the  lands  shall  be  listed  and  appraised  as  located  by  sec- 
tions or  subdivisions  of  sections,  as  may  seem  most  expedient  for 
effecting  sales  thereof,  and  such  appraisement  shall  be  subject  to  the 
approval  of  the  party  of  the  second  part,  its  successor  or  successors 
in  said  trust.  These  appraisals  shall  be  the  minimum  prices  for 
which  the  respective  parcels  shall  be  sold,  and  shall  not  be  changed 
except  by  the  consent  of  both  parties  to  this  conveyance.  If  the 
party  of  the  first  part  determine  not  to  locate  its  scrip,  it  shall  be 
listed  and  appraised,  subject  to  the  approval  of  the  party  of  the  sec- 
ond part,  its  successor  or  successors  in  said  trust;  and  any  of  the 
bonds  herein  and  hereby  secured  shall  be  received  at  the  par  value 
thereof  and  accrued  interest  in  payment  for  said  land  scrip  or  lands. 

The  lands  or  the  land  scrip  may  be  sold  by  the  party  of  the  first 
part,  by  and  with  the  consent  of  the  party  of  the  second  part,  its 
successor  or  successors  in  said  trust,  for  cash  or  on  credit,  but  in 
either  event,  when  the  purchase  money  is  paid,  either  in  cash  or  in 
bonds,  title  shall  be  made  to  the  purchaser,  and  the  party  of  the  sec- 
ond part,  its  successor  or  successors  in  said  trust,  shall  release  the 
land  or  scrip  so  sold  from  the  lien  herein  created.  In  all  such  trans- 
actions the  party  of  the  second  part^  its   successor  or  successors  in 


42  1 

said  trust,  may  act  through  an  agent  or  attorney.  The  net  proceeds 
of  sales  of  lands  or  scrip,  after  deducting  commissions  and  taxes 
paid,  together  with  other  proper  expenses  chargeable  against  such 
lands,  shall  be  added  to  the  sinking  fund,  and  applied  as  directed  in 
Article  eight  for  the  sinking  fund,  otherwise  created. 

And  the  said  party  of  the  first  part,  fur  itself,  its  successors  and 
assigns,  hereby  agrees  to  waive  and  does  hereby  absolutely  and  irre- 
vocably waive  and  relinquish  the  benefit  or  advantage  of  any  or  all 
valuation,  stay,  appraisement,  extension,  or  redemption  law  or  laws 
now  existing,  or  which  may  hereafter  be  passed  by  the  State  of  Texas 
or  by  the  United  States,  which,  but  for  this  provision,  agreement, 
and  waiver  might  be  applicable  to  the  sale  hereinbefore  authorized 
to  be  made,  or  to  any  judicial  sale  which  may  be  made  of  said  mort- 
gaged railroad  or  premises,  or  any  part  thereof,  under  and  in  virtue 
of  the  judgment  or  decree  of  any  Court  in  a  suit  instituted  for  the 
foreclosure  of  this  mortgage,  or  for  the  enforcement  of  the  lien  by 
this  indenture  created;  and  the  said  party  of  the  first  part  for  itself, 
its  successors  and  assigns,  agrees  to  waive,  and  does  hereby  irrevoca- 
bly waive,  any  and  all  right  of  redemption  which  it  might  or  could 
otherwise  have  or  be  entitled  to  under  any  present  or  future  law  of 
the  State  of  Texas,  or  of  the  United  States,  upon  or  alter  or  in  re- 
spect of  any  sale  of  the  said  mortgaged  premises,  properties,  rights, 
and  franchises,  or  any  part  thereof,  as  hereinbefore  authorized,  or 
any  judicial  sale  under  order  or  decree  of  the  Court  in  a  suit  for  the 
foreclosure  of  this  mortgage  or  the  enforcement  of  its  lien  as  afore- 
said; and  the  said  party  of  the  first  part  hereby  covenants  that  it 
will  not  in  any  manner  set  up,  or  seek  to  take  the  benefit  or  advan- 
tage of  any  such  present  or  future  valuation,  staj ,  appraisement,  ex 
tension,  or  redemption  law  to  prevent  or  hinder  or  dela)  the  ah 
solute  and  irredeemable  sale  of  said  mortgaged  premises,  properties. 
rights,  and  franchises  as  hereinbefore  authorized  to  be  made,  or  .is 
might,  but  for  such  law,  be  directed  or  decreed  bj  a  Court  ol  com 
petent  jurisdiction. 

Article  n.     The  party  of  the  second  part,  its  su<<  essoi  or  su< 
sors  in  this  trust,  is  authorized  and  empowered  to  emplo)  agents  and 
attorneys,  to  do  and  perform  such  duties  a     are   imposed   upon   the 
party  of  the  second  part,  in  and  b)  the  terms  of  this  indenture,  who 
when  duly  appointed  in  writing  by  the  part]  of  1  i  ond   part,   its 

successor  or  succcessors  in  said  trust,  shall  have  the  right    and   pow 
ers  contained  in  such  appointment,  not  inconsistent  with  or  in 


422 

of  the  powers  and  duties  imposed  by  this  indenture  upon  the  party 
of  the  second  part. 

When  all  the  said  bonds  and  interest  thereon,  together  with  all 
costs,  charges  and  expenses  sustained  in  the  execution  of  this  trust, 
shall  have  been  paid  and  satisfied  by  the  party  of  the  first  part,  its 
successors  or  assigns,  it  shall  be  immediately  reinvested,  both  in  law 
and  in  fact,  with  the  title  to  all  of  the  property  hereby  conveyed. 

In  witness  whereof,  the  said  party  of  the  first  part  has  hereunto 
affixed  its  corporate  seal,  and  has  caused  these  presents  to  be  at- 
tested by  its  President  and  Secretary,  at  Jefferson,  Texas,  this  first 
day  of  June,  one  thousand  eight  hundred  and  eighty. 

By  order  of  the  Board  of  Directors. 

THE  EAST  LINE  AND  RED  RIVER  RAILROAD  COMPANY. 
[l.  s.]  By   W.  M.  Harrison, 

President. 

Attest: 

W.  H.  Cook, 

Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of 

T.  J.  Rogers, 
F.  M.  Burrows. 

The  Trustee  named  in  the  foregoing  deed  accepts  the  trust  there- 
in mentioned,  and  agrees  to  perform  the  case. 

THE  FIDELITY  INSURANCE,  TRUST  AND  SAFE 

DEPOSIT  COMPANY, 

Trustee. 
[l.  s.]  Stephen  A.  Caldwell, 

President. 
Attest: 

R.  Patterson, 

Secretary  and  Treasurer. 


The  State  of  Texas,  "f 

County  of  Marion.      \ 

Be  it  remembered,  that  on  this  22nd  day  of  June,  Anno  Domini, 
one  thousand  eight  hundred  and  eighty,  before  me,  the  subscriber,  a 
Notary  Public  in  and  for  the  county  of  Marion,  State  of  Texas,  per- 
sonally   appeared    W.   M.   Harrison,  to  me  personally  known,  and 


423 

known  to  me  to  be  the  President  of  the  within  named  corporation, 
the  East  Line  and  Red  River  Railroad  Company,  who,  being  duly 
affirmed,  deposes  and  says: 

That  he  was  personally  present  at  the  execution  of  the  within  in- 
denture of  mortgage,  and  did,  by  authority  of  said  Company,  officially 
affix  the  common  or  corporate  seal  of  the  corporation,  the  Hast  Line 
and  River  Railroad  Company,  thereto;  and  that  the  seal  so  at: 
is  the  common  or  corporate  seal  of  the  said  The  Kast  Line  and  Red 
River  Railroad  Company,  and  that  the  foregoing  indenture  of  mort- 
gage was  duly  signed,  sealed  and  delivered,  by  ami  as  and  for  the 
act  and  deed  of  the  said  The  East'Line  and  Red  River  Railroad 
Company,  for  the  uses  and  purposes  therein  mentioned;  ami  that  the 
signature  of  this  deponent  to  the  said  indenture  of  mortgage,  as 
President  of  the  said  corporation,  is  of  this  deponent's  own  proper 
handwriting 

\v.  M.  Harrison. 

Affirmed  and  subscribed  before  me,  the  day  and  year  aforesaid. 

F.  M.  Burrows, 
[l.  s.]  Notary  Public. 


State  of  Texas,     )  gs 
County  of  Marion.    { 

Be  it  it  remembered,  that  on  the  22nd  day  of  June.  Anno  Domini, 
one  thousand  eight  hundred  and  eighty,  before  me,  the  subscril 
Notary  Public  in  and  for  the  county  of  Marion,  State  of  Texas,  per 
sonally  appeared  W7.  H.  Cook,  to  me  personally   known,  who   l 
duly  affirmed  according  to  law,  deposes  and  says: 

That  he  is  the  Secretary  of  the  East  Line  and  Red  River  Railroad 
Company,  the   corporation   named   in   the   above   and  foregoing  in- 
denture of  mortgage;  that  he  was  personally  present  at  the  execution 
of  the    said   indenture   of  mortgage,   and   saw   the  corporate  Si 
said  Company  affixed  thereto;  that  W.  M.  Harrison,  the  President  01 
said  Company,  did  then  sign,  seal,  and  deliver  the  said   indent..: 
mortgage  as  his  act  and  deed,  ami  as  the  act  ami  deed  of  said  ( lorn 
pany,  by  virtue  of  the  authority  vested  in    him,  as   such    President, 
and  by  a  resolution  of  the  board,  to  execute  the  same,  and   1 
that  the  said  indenture  of  mortgage  might  be  recorded  a.    sucl 
and  deed;  that  the  seal  so  affixed  is  the  common  «..-  corpora* 


424 

of  the  said  Company;  that  he,  the  deponent,  at  the  same  time  signed 
his  name  to  the  said  indenture  of  mortgage  as  a  subscribing  witness 
thereto,  and,  as  said  Secretary,  in  attestation  of  the  due  execution 
and  delivery  thereof,  and  that  the  names  of  the  said  President,  and 
of  this  deponent  subscribed  to  the  said  indenture  of  mortgage,  as 
aforesaid,  are  of  their  own  proper  and  respective  handwriting. 

W.  H.  Cook. 
Affirmed  and  subscribed  before  me,  the  day  and  year  aforesaid. 

F.  M.  Burrows, 
[l.  s.]  Notary  Public. 


CONTRACT  AND  CONVEYANCE 


EAST  LINE  AND   RED   RIVER   RAILROAD  COMPANY 


TO    I  Hi: 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY 


THIS  INDENTURE  AND  CONTRACT,  made  on  the  28th 

day  of  November,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  eighty-one,  by  and  between  the  East  Line  and  Ri  d 
River  Railroad  Company,  a  corporation  created  by  and  under  the 
laws  of  the  State  of  Texas,  party  of  the  first  pan.  and  the  Missouri, 
Kansas  and  Texas  Railway  Company,  a  corporation  created  and 
existing  under  the  laws  of  the  Slate  of  Kansas,  and  having  and  own 
ing  certain  franchises  under  the  laws  of  Texas,  part)  of  the  second 
part; 

WITNESSETH: 

That  the   said  party   of  the  first  part,  for  and  in  consideration  of 
the  sum  of  one  hundred  dollars,  lawful  moms  oi  the  United    Si 
to  it  in  hand  paid,  at  or  before  ensealing  and  deliver)  oi   these  pres 
ents,  the  receipt  whereof  is  hereby  acknowledged,  and  lor  othei   and 
further  lawful  considerations,  hath    merged   itself  into  the  pari 
the  second  part,  under  its  own  and  proper  corporate  name  oi  "The 
Missouri,  Kansas  and   Texas  Railway  Company,"  "ii   the  terms  and 
conditions  herein  and  hereby  agreed  upon,    by   granting,  b 
selling,  aliening,  remising,  assigning,  transferring,  1  on\  e)  ing  and  <  on 
firming  unto  the  party  of  the  second  part,  its  successes   01 


426 

all  the  franchises,  corporate  rights  and  privileges  of  the  said  party  of 
the  first  part,  together  with  its  track,  road-bed,  buildings,  rolling- 
stock,  engines,  tools,  bonds,  stocks,  grants,  privileges,  property,  real 
and  personal,  and  every  right,  title  and  interest  in  or  to  any  franchise 
or  property,  real  or  personal,  and  all  rights  of  every  name  and  kind, 
which  the  party  of  the  first  part  has  any  right,  privilege  or  interest, 
situated  and  being  in  the  State  of  Texas,  or  elsewhere;  the  object 
and  intent  of  this  contract,  conveyance  and  agreement  being  to  so 
merge  the  rights,  powers  and  privileges  of  the  party  of  the  first  part 
into  the  party  of  the  second  part,  as  the  party  of  the  second  part, 
under  its  own  charter,  corporate  name  and  organization  shall,  with- 
out impairing  any  existing  right,  exercise,  in  addition  thereto,  all 
powers,  rights,  privileges  and  franchises,  and  own  and  control  all  the 
properties  that  the  party  of  the  first  part  now  exercises  or  owns,  or 
by  its  charter  or  the  laws  it  has  the  right  to  exercise,  own  or  control. 

Provided,  however,  that  the  franchises  of  the  party  of  the  first 
part,  to  be  and  to  remain  a  corporation  until  such  time  as  may  here- 
after be  agreed  upon  for  its  dissolution,  shall  not  be  impaired  or  in- 
fringed upon  by  anything  contained  in  this  contract. 

And  provided  also,  that  nothing  in  this  contract  contained  is  in- 
tended to,  or  shall  impair  any  legally  existing  contract,  by  mortgage 
or  otherwise,  of  the  party  of  the  first  part;  and  the  contract  of  date, 

the day  of  October,  1881,  for   the  construction   of  additional 

road,  between  the  party  of  the  first  part  hereto,  and  the  Inter- 
national Railway  Improvement  Company,  is  to  be  carried  out  by  the 
party  of  the  second  part. 

A  further  consideration  for  this  indenture,  contract  and  convey- 
ance, is  that  the  said  party  of  the  second  part,  takes  the  premises 
and  property  aforesaid,  subject  to  the  outstanding  mortgage  to  the 
Fidelity  Insurance,  Trust  and  Safe  Deposit  Company,  of  date  June 
first,  1880,  and  is  to  perform  and  fulfill  all  the  charter  obligations  of 
the  party  of  the  first  part,  to  the  State  of  Texas  and  to  the  public. 

And  a  further  consideration  is  that  the  party  of  the  second  part, 
sells  and  delivers  to  Jay  Gould,  as  Trustee  for  the  party  of  the  first 
part,  ten  thousand  dollars  ($10,000)  in  the  capital  stock,  and  thir- 
teen thousand  dollars  ($13,000)  in  the  general  consolidated  mort- 
gage bonds  of  the  Missouri,  Kansas  and  Texas  Railway  Company, 
for  each  mile  of  the  completed  road  of  the  party  of  the  first  part, 
between  Jefferson  and  Greenville,  which  bonds  and  stocks  are  to  be 
delivered  to  the  stockholders  of  the  party  of  the  first  part,  on  the 
delivery  of  the  certificates    of  stock   of  the  party   of  the  first  part, 


427 

assigned  to  H.  B.  Henson,  as  Trustee  for  the  party  of  the  second 
part,  and  which  stock  of  the  party  of  the  first  part  shall  not  be  can- 
celled, but  shall  be  held  by  the  said  Henson,  as  Trustee,  for  the 
party  of  the  second  part  hereto,  for  the  purpose  of  preserving  to 
the  party  of  the  second  part  hereto,  all  of  the  rights  pertaining  there- 
to, until  otherwise  provided  by  authorized  corporate  action.  The 
corporate  existence  of  the  party  of  the  first  part  shall  be  maintained, 
and  its  power  to  carry  out  all  existing  contracts,  remains  unimpaired. 
This  conveyance  is  duly  authorized  by  the  corporate  action  of  the 
party  of  the  first  part. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused 
these  presents  to  be  executed  by  its  President,  and  attested  by  its 
corporate  seal,  this  28th  day  of  November,  1SS1. 

Jas.  A.   Baki  i'. 
[l.  s.]  President. 

Attest,  this  28th  day  of  November,  1881: 
Wm.  H.  Abrams, 

Secretary. 


State  of  Texas, 
County    of   Harris. 

Before  me,  E.  McAshan,  a  Notary  Public  in  and  for  the  State  and 
and  county  aforesaid,  duly  commissioned  and  qualified,  on  this  day 
personally  appeared  Jas.  A.  Baker,  as  President  of  the  East  Line 
and  Red  River  Railroad  Company,  known  to  me  to  be  the  person 
whose  name  is  subscribed  to  the  foregoing  instrument,  and  acknowl 
edged  to  me  that  he  executed  the  same  tor  the  purposes  and  COD 
siderations  therein  expressed. 

Given  under  my  hand  and  seal  of  office,  this  [6th  day  of  De<  em 
ber,  A.  D.  1881. 
[l.  s.]  e-  M<  A  11  u 

Motar)  Public, 

(  \>unt\   of    1  larris.  State  ol     I  •  • 


Taylor,  Bastrop  and  Houston 


RAILWAY    COMPANY. 


-»— <»  —  ■>  » 


The  Taylor,  Bastrop  and  Houston  Railway  Company 
was  organized  under  the  general  laws  of  the  State  of 
Texas,  by  articles  of  association,  in  April,  [886,  which 
were  filed  in  the  office  of  the  Department  of  State,  the 
26th  day  of  April,  A.  D.  1886.  Under  the  original  ar- 
ticles the  name  of  the  corporation  was  the  Bastrop  and 
Taylor  Railway  Company.  Under  said  original  charter 
it  was  authorized  to  construct  a  railway  from  the  town 
of  Bastrop,  in  the  count)-  of  Bastrop,  to  the  town  of 
Taylor,  in  the  county  of  Williamson. 

At  a  meeting  of  the  stockholders  of  the  Bastrop  and 
Taylor  Railway  Company,  held  on  the  8th  of  Sept<  m- 
ber,  1886,  when  all  the  capital  stock  subscribed  for  was 
represented,  a  resolution  was  passed  amending  the  orig 
inal  articles  of  incorporation,  by  which  the  name  ol  said 
corporation  was  changed  to  "TheTaylor,  Bastrop  and 
Houston  Railway  Company."  B)  the  terms  ol  the 
amendment,  said  Company  was  authorized  to  construct 
a  line  of  railway  from  the  town  of  Taylor,  in  Williamson 
county,  by  way  of  the  town  of  Elgin,  through  the  coun- 
ties of  Williamson,  Travis  and  Bastrop,   to  the  town  ot 


Bastrop,  a  distance  of  about  thirty-two  miles,  as  hereto- 
fore authorized;  thence  through  the  counties  of  Bastrop, 
Fayette,  Colorado,  Austin,  Waller,  and  Harris,  to  the 
City  of  Houston,  a  distance  of  about  one  hundred  and 
thirty  miles,  with  the  right  to  erect  and  maintain  a  tele- 
graph line  along  the  line  of  said  railway.  It  also  in- 
creased the  capital  stock  of  the  corporation  to  two  mil- 
lions nine  hundred  and  twenty  thousand  dollars.  These 
amended  articles  of  incorporation  were  dated  the  Sth 
day  of  September,  1886,  and  were  filed  in  the  office  of 
the  Department  of  -  27th  day  of  Oct    >er,  A. 

D. 

At  a  meeting  of  the  stockholders  of  the  Taylor,  Bas- 
trop and  Houston  Railway  Company,  held  on  February 
14th,  1887,  article  second  of  the  amended  articles  of  in- 
corporation, filed  in  the  office  of  the  Secretary  of  State 
on  the  27th  of  October  re  again  amended,  au- 

thorizing the  construction  of  a  branch  road  from  a  point 
on  the  main  line,  in  Bastrop  county,  through  the  coun- 
ties of  Bastrop,  Caldwell  and  Hays,  to  an  intersection 
with  the  International  and  Great  Northern  Railroad,  at  a 
point  in  Hays  county,  a  distance  of  about  fifty  miles, 
with  the  right  to  erect  and  maintain  a  telegraph  line 
along  said  main  line  and  branch,  for  the  use  and  opera- 
tion of  said  roads.  This  amendment  of  the  articles  of 
incorporation  bears  date  February  14th,  1887,  and  was 
filed  in  the  office  of  the  Department  of  State  on  the  7th 
day  of  March,  1887.  At  this  meeting  the  capital  stock 
of  the  Company  was  increased  one  million  of  dollars. 

At  a  meeting  of  the  Board  of  Directors  of  the  Com- 
pany, held  on  the  8th  day  of  November,  1886,  a  resolu- 
tion was  passed  authorizing  th  utive  officers  of  the 
Company  to  make  and  execute  the  bonds  of  the  Com- 
pany  to  the  extent  of    twenty  thousand  dollars   per  mile 


43' 

on  the  entire  length  of  its  railroad,  built  and  to  be  built, 
said  bonds  to  bear  date  December  ist.  1886,  and  paya- 
ble on  the  ist  day  of  June,  [920,  said  bonds  to  be  for 
one  thousand  dollars  each,  and  to  bear  interest  at  the 
rat.-  o!  six  percent,  per  annum,  payable  semi-annually. 
To  secure  the  payment  of  said  bonds,  said  executive 
officers  were  also  authorized,  by  resolution,  to  make,  ex- 
ecute and  deliver  to  John  F.  Dillon  and  II.  11.  Henson, 
of  New  York,  as  trustees,  a  mortgage  Or  ^\m\  ol  trust, 
conveying  the  Company's  franchises,  line  of  railway, 
equipment,  and  all  the  corporate  property,  real  and  per- 
sonal, used  lor  and  pertaining  to  the  operation  of  said 
railroad. 

At  the  meeting  of  the  Directors,  held  8th  of  Novem- 
ber, [886,  a  resolution  was  passed  authorizing  the  exec 
utive  officers  of  the  Company  to  sell  and  convej  to  the 
Missouri,  Kansas  and  Texas  Railwa)  Companj  all  ol 
the  corporate  franchises  and  propert)  ol  the  Taylor,  Bas 
trop  and  Houston  Railway  Company,  which  resolution 
was  as  follows: 

Resolved,  That  the  proper  executive  officers  ol  tins  Companj    be 
and  are  hereby  authorized  to  grant,  bargain,  sell  ana  unto 

the  Missouri,  Kansas  and  Texas  Railway  Company  all  the  francl 
and    corporate    rights   and    pri\  rayloi     H  strop   and 

Houston    Railway    Company,  togethei    with  .ill    its  ti   1  l-bed, 

railway   building  .  rolling  stock,  engines,  tolls,  bonds,  stock 
privileg<  ;,  property,  real  and  pei  ;onal,  and  <  \  id   in 

teresl  in  oi  to  any  fran<  hi  ies,  real  01  pei il,  ai 

name   and   kind   whi<  h    the    I  aylor,   Bastrop  and  Hoi    •   n  R 
Companj  pq         sss,  or  in  wind,  il  has  anj  right,  pri\  1     ntei 

,    iituatedand  being  in  the  State  oi    I  '"'  "' 

,  onsideration  of  tl  one  hundred   dollai  .   and    the   further 

,  on  idi  ration    thai    the   said    Mi    ouri,    Kan   is  and 
Companj     hall  perform  and  fulfill  ..II  the  chai  1    the 

Taylor,    Ba  itrop   and    Houston    Rai 
Texas  and  to  the  publie      The    laid   con  shall   provide  that 


432 

the  corporate  franchises  of  this  Company  to  remain  a  corporation 
until  such  time  as  may  be  hereafter  agreed  upon  for  its  dissolution, 
shall  not  be  impaired  or  infringed  by  said  contract,  nor  shall  said 
contract  impair  any  legal  existing  contract,  by  mortgage  or  other- 
wise, of  this  Company,  and  especially  the  mortgage  this  day  author- 
ized to  be  made  and  executed  to  John  F.  Dillon  and  Henry  B.  Hen- 
son,  Trustees,  dated  the  first  day  of  December,  1886,  to  secure  bonds 
to  be  issued  from  time  to  time  according  to  its  terms  and  provisions; 
and  to  this  end  and  purpose  the  President  of  this  Company,  or  in 
his  absence  the  Vice-President,  is  hereby  authorized  and  instructed 
to  make,  execute  and  deliver  to  the  said  Missouri,  Kansas  and  Texas 
Railway  Company,  a  contract  and  conveyance  inform  and  substance 
as  follows: 

[Here  follows  copy  of  contract  of  sale  to  the  Missouri,  Kansas   and 
Texas  Railway  Company  hereinafter  contained.] 

At  a  meeting-  of  the  Board  of  Directors  of  the  Com- 
pany, held  on  December  29th,  1886,  the  Vice  President 
presented  a  report,  of  which  the  following-  is  a  copy: 

To  the  Board  of  Directors  of  the  Taylor,  Bastrop  and  Houston  Rail- 
way Company  : 

At  a  meeting  of  the  directors  of  the  Taylor  and  Bastrop  Railway 
Company,  held  on  the  eighth  of  September,  1886,  the  President  of 
the  Company  was  authorized  to  enter  into  contract  for  the  construc- 
tion and  completion  of  the  road  as  early  as  practicable. 

An  amendment  to  the  articles  of  incorporation  of  said  Company 
was  filed  in  the  office  of  the  Secretary  of  State  on  the  27th  day  of 
October,  1886,  from  which  date  it  took  effect.  By  that  amendment 
the  name  of  the  Company  was  changed  so  as  to  be  hereafter  called 
and  known  as  the  Taylor,  Bastrop  and  Houston  Railway  Company, 
with  authority  to  extend  said  road  from  Bastrop  to  Houston,  Texas, 
and  the  capital  stock  of  said  Company  was  fixed  at  two  millions 
nine  hundred  and  twenty  thousand  dollars,  including  three  hundred 
and  twenty  thousand  dollars  before  then  subscribed  under  the 
original  charter. 

After  said  amendment  took  effect,  the  President,  H.  M.  Hoxie, 
under  authority  of  the  resolution  of  the  Directors  of  September  8, 
1886,  above  referred  to,  contracted  with  Guy  Phillips,  of  New  York, 
for  the  construction  of  the  entire  line  from  Taylor   to   Houston,  for 


433 

which  he  agreed  that  said  Phillips  should  be  paid  in  the  first  mort- 
gage six  per  cent,  bonds  of  said  Company  twenty  thousand  dollars  a 
mile,  and  ten  thousand  dollars  a  mile  in  the  capital  stock  ol  said 
Company.  Said  contract  was  reduced  to  writing,  but  owing  to  the 
extended  illness  of  the  President,  who  afterwards  died,  it  was  never 
signed  by  the  Company. 

*         *         *         *         *         *         *"*         *         *         * 

Under  the  contract  the  said  Phillips  has  completed  the  road  from 
Taylor  to  Bastrop  to  the  approval  of  the  engineer  in  charge,  who 
has  certified  to  the  same,  and  a  copy  of  his  certificate  is  herewith 
exhibited,  marked  "A,"  as  a  part  of  this  report. 

From  this  certificate  it  will  be  seen  that  the  di stan  nstructed 

is  thirty-four  and  fifty-five  one  hundredth  miles,  and  the  contra*  tor 
is  now  entitled  to  his  compensation  as  agreed  on,  say  to  six  hundred 
and  ninety-one  of  the  Company's  first  mortgage  six  per  cent,  bonds, 
and  in  its  full  paid  capital  stock  to  three  thousand  four  hundred  and 
fifty-five  shares,  of  one  hundred  dollars  each. 

But   for   considerations   satisfactory    to    the    parties,   the  said  I 
Phillips  desires  that  of  the  stock  due  him,  sixteen  hundred   and  one 
shares  shall  be  issued  as  follows:  say 

To  W.   H.  Newman 1,595  shares. 

To  J.  A.    Hooper I 

To  Geo.  W.  Burkett I 

To  Jas.  A.  Baker ' 

To  S.  H.  H.  Clark ' 

To   Joe  Herrin 

To   Chester  Erhard ' 

Making '•''ol  s! 

which  shares  shall  be  in  payment  of  the  subscription  ol  said   parties 
to  the  capital  stock.     And  the  balance  dm-  him,  sa\    eighteen    hun 
dred  and  fifty-four  shares,  shall  be  issued  to  him  in  full  of  all 
due  him  for  the  construction  of  this  road  from  Tayloi  to  Bastrop. 
On  these  facts  I  recommend: 

I.  That  the  Board  ratify,  appi  confirm   tin-   contra.' 
construction  as  reported  fro,,,   las  lor  to  Houston,  and  authorize  the 
President  to  sign,  seal  and  deliver  it. 

II.  That  the  road  as  constructed  fr Tayloi  I 

cepted  by  the  Board  as  so  much  ol  the  contra*  I  fulfilled  by  th<    i 
tractor. 


434 

III.  That  in  payment  and  satisfaction  for  the  construction  from 
Taylor  to  Bastrop,  the  Secretary  be  authorized  to  deliver  to  said 
Guy  Phillips  six  hundred  and  ninety-one  of  the  first  mortgage  bonds 
of  said  Company,  and  a  certificate  for  1,854  shares  of  the  full  paid 
capital  stock  of  said  Company  in  his  own  name,  and  to  W.  H.  New- 
man 1,595,  and  t0  J-  A.  Hooper,  Geo.  W.  Burkett,  Jas.  A.  Baker,  S. 
H.  H.  Clark,  Jo  Herrih  and  Chester  Erhard,  each  one  share,  and 
that  this  settlement  shall  be  declared  to  be  in  full  satisfaction  of  the 
subscription  for  stock  by  the  parties  named,  and  in  full  settlement 
with  said  Guy  Phillips  for  so  much  of  his  contract  as  includes  the 
road  from  Taylor  to  Bastrop. 

All  of  which  is  respectfully  submitted  by 

Jas.  A.    Baker, 

Vice-President. 
29th   December,  1886. 

At  this  meeting-  of  the  Board  of  Directors  the  contract 
with  Guy  Phillips,  for  the  construction  of  the  road  from 
Taylor  to  Houston,  as  reported  by  the  Vice  President, 
was  approved  and  adopted,  and  the  President  was  in- 
structed to  sign  and  deliver  the  same  as  the  contract  of 
the  Company. 

A  resolution  was  also  passed  formally  accepting  from 
the  contractor  the  road  from  Taylor  to  Bastrop,  as  now 
constructed,  and  that  in  full  payment  for  the  construction 
of  said  road,  from  Taylor  to  Bastrop,  and  for  materials 
furnished,  the  Secretary  was  authorized  and  instructed 
to  pay  to  the  said  Guy  Phillips  six  hundred  and  ninety- 
one  of  the  Company's  first  mortgage  bonds,  and  a  certi- 
ficate for  eighteen  hundred  and  fifty-four  shares  of  the 
capital  stock  fully  paid  up;  and  that  the  Secretary  also 
issue  and  deliver,  of  its  fully  paid  capital  stock,  at  the 
request  of  the  said  Guy  Phillips,  to  be  charged  to  him, 
in  payment  of  the  balance  clue  him  in  stock,  for  the  work 
and  material  done  and  furnished,  from  Taylor  to  Bas- 
trop, as  follows:  To  W.  H.  Newman,  1595  shares;  to  J. 


435 

A.  Hooper,  G.  W,  Burkett,  J.  A.  Baker,  S.  II.  II.  Clark. 
J.  Herrin  and  Chester  Erhard,   one  share  each. 

At  a  meeting  of  the  stockholders  of  the  Company, 
held  on  January  18th,  [887,  which  was  convened  l»v  or- 
der of  the  Board  of  Directors,  at  their  meeting:  on  the 
8th  of  Xovember,  1SS6,  of  which  notice  had  been  griven 
in  the  manner  required  by  law,  a  resolution  was  pas 
ratifying,  approving  and  confirming  tin-  resolution.-,  of 
the  Board  of  Directors,  passed  on  the  8th  of  November, 
18S6,  authorizing  the  executive  officers  of  the  Company 
to  make  and  sign  the  bonds  of  the  Company,  to  tin 
tent  of  twenty  thousand  dollars  per  mile  ol  the  road, 
built  and  to  be  built,  and  also  authorizing  the  making, 
executing  and  delivering  to  John  F.  Dillon  and  II.  B. 
Henson,  trustees,  a  mortgage  or  trust  dcrd,  conveying 
the  corporate  property  and  franchises  ol  the  Company; 
and  also  approving  the  acts  of  said  executive  officers  in 
issuing  said  bonds,  and  executing  and  delivering  said 
mortgage  in  accordance  with  said  resolutions  <>|  the 
Board  of  Directors. 

A  resolution  was  also  passed  ratifying  and  approving 
the  acts  of  the  Board  of  Directors  in  ordering  tin-  con 
veyance  of  all  of  the  Company's  corporate  property  and 
franchises,  according  to  tin-  form  set  out,  to  the  Missou 
ri,  Kansas  and  Texas  Railway  Company,  and  also  the 
acts  of  the  executive  officers  in  signing,  sealing  and  de- 
livering said  conveyance,  ami  the)  were  adopted  as  the 
acts  of  the  stockholders,  in  legal  efl  :i  t,  the  same  in  all 
respects  as  if  originally  done  by  them  in  their  1  <»ipor. in- 
capacity. 

At  a  meeting  o\  the  Board  of  I  Erectors,  held  on  Jul) 
30th,  [887,  the  principal  public  office  of  the  la\lor. 
Bastrop  and  Houston  Railway  Company  was  removed 
from  Bastrop  to  the  Cit)  ol  1  [ouston. 


436 

At  a  meeting  of  the  stockholders  of  the  Company, 
held  on  the  15th  of  October,  1887,  called  by  .the  Boaid 
of  Directors,  and  of  which  notice  was  given  in  the  man- 
ner required  by  law,  a  resolution  was  passed  authorizing 
the  executive  officers  of  the  Company  to  make  and  exe- 
cute a  series  of  bonds  of  said  Company,  to  the  extent  of 
twenty  thousand  dollars  per  mile,  of  the  branch  railway 
constructed  and  to  be  constructed,  from  a  point  on  its 
main  line,  in  Bastrop  county,  to  an  intersection  with  the 
International  and  Great  Northern  Railroad,  in  Hays 
county,  which  should  be  on  an  equality  with  each  and 
all  bonds  issued  under  said  Company's  mortgage  of  date 
December  1st,  1886,  to  be  dated  and  made  payable  as 
said  bonds  issued  under  said  mortofa^e  of  December  1st, 
1886;  and  also  a  resolution  authorizing  the  executive 
officers  of  the  Company  to  execute  and  deliver  to  John 
F.  Dillon  and  Henry  B.  Henson,  trustees,  a  trust  deed 
or  mortgage,  to  be  known  as  the  Company's  supple- 
mental mortgage,  conveying  the  said  branch  road,  equip- 
ments, etc.,  to  secure  the  payment  of  the  bonds  author- 
ized under  the  resolution,  as  well  as  further  to  secure 
the  payment  of  the  bonds  issued  under  the  mortgage  of 
the  1  st  December,  1886. 

MEMORANDUM   OF  CONSTRUCTION. 

Road  completed  to  Bastrop  November  30,  1886. 
Road  completed  to  Lagrange  August  18,  1887. 
Road  completed  from  San  Marcos  to  Lockhart  Octo- 
ber 5,  1887. 

Road  completed  to  Boggy  Tank  November  1,  1887. 


ARTICLES  OF  INCORPORATION 


OF   THE 


BASTROP   AND   TAYLOR   RAILWAY  COMPANY. 


State  of   Texas,     ) 
County  of  Bastrop.     \ 

Know  all  men  by  these  presents,  that  we  the  subscribers  hereto, 
being  desirous  of  agreeing  and  enjoying  the  rights,  powers  and  im- 
munities, and  privileges  of  a  corporation  and  body  politic  in  law,  for 
the  purpose  of  constructing,  operating  and  maintaining  a  railroad  in 
the  State  of  Texas,  under  and  by  virtue  of  the  laws  of  the  State  of 
Texas,  especially  said  law  as  set  out  in  title  LXXXIV,  and  such  acts 
as  may  be  supplemental  thereto  and  amendatory  thereof,  do  hereby 
adopt  the  following  Articles  of  Incorporation: 

i.  The  name  of  said  corporation  shall  be  the  Bastrop  and  Tay- 
lor Railway  Company. 

2.  The  said  railroad  is  to  be  constructed  from  the  town  of  Bas- 
trop, in  the  county  of  Bastrop,  to  or  near  the  town  of  Taylor,  in  the 
county  of  Williamson,  passing  through  said  counties  of  Bastrop  and 
Williamson. 

3.  The  main  office  of  said  corporation  shall  be  established  and 
maintained  in  the  town  of  Bastrop. 

4.  The  corporation  shall  commence  and  be  in  existence  from  the 
date  of  the  issuance  of  the  charter,  and  continue  in  existence  for 
fifty  years. 

5.  The  amount  of  the  capital  stock  of  said  corporation  shall  be 
three  hundred  and  twenty  thousand  ($320,000)  dollars. 

6.  The  names   and  respective  places  of  residence  of  the  persons 


438 

forming  said  corporation  are  as  follows:  R.  L.  Walker,  Austin, 
Travis  county,  Texas;  A.  W.  Moore,  Bastrop,  Bastrop  county,  Texas; 
M.  H.  McLauren,  Austin,  Travis  county,  Texas;  J.  C.  Buchanan, 
Bastrop,  Bastrop  county,  Texas;  R.  A.  Green,  Bastrop,  Bastrop 
county,  Texas;  Chester  Erhard,  Bastrop,  Bastrop  county,  Texas; 
Calvin  Satterfield,  Austin,  Travis  county,  Texas;  Peyton  Brown, 
Austin,  Travis  county,  Texas;  J.  S.  Smith,  Elgin,  Bastrop  county, 
Texas;  R.  V.  Sandifer,  Elgin,  Bastrop  county,  Texas;  G.  W.  Jones, 
Bastrop,  Bastrop  county,  Texas. 

7.  The  names  of  the  first  Board  of  Directors  are  as  follows:  R. 
S.  Walker,  M.  H.  McLauren,  A.  W.  Moore,  J.  C.  Buchanan,  R.  S. 
Green,  Chester  Erhard  and  Calvin  Satterfield,  and  the  government 
of  the  corporation  and  the  management  of  its  affairs  shall  be  vested 
in  the  President,  Vice-President,  Secretary  and  Treasurer.  The  fol- 
lowing are  the  above  named  officers  for  the  present  year:  R.  L. 
Walker,  President;  M.  H.  McLauren,  Vice-President  and  Treasurer; 
H.  M.  Garwood,  Acting  Secretary. 

8.  The  capital  stock  shall  consist  of  thirty-two  hundred  shares 
of  one  hundred  dollars  ($100)  each,  aggregating  three  hundred  and 
twenty  thousand  dollars  ($320,000). 

In  testimony  whereof  we  hereunto  affix  our  names. 

R.  L.  Walker, 

A.  W.  Moore, 

W.  H.  McLauren, 

J.  C.  Buchanan, 

R.  A.  Green, 

G.  W.  Jones, 

Chester  Erhard, 

R.  V.  Standifer, 

J.  S.  Smith, 

Calvin  Satterfield, 

Pevton  Brown. 


State  of  Texas,    "I 
County  of  Bastrop,  j 

Before  me,  F.  A.  Orgain,  a  Notary  Public  of  Bastrop  county, 
Texas,  this  day  personally  appeared  R.  A.  Green,  J.  C.  Buchanan, 
G.  W.  Jones,  Chester  Erhard  and  A.  W.  Moore,  known  to  me  to  be 
the  persons  whose  names  are  subscribed  to  the  foregoing  instrument, 


439 

and  severally  acknowledged  to  me  that  they  executed   the  same  for 
the  purposes  and  considerations  therein  expressed. 

Given  under   my   hand  and  seal  of  office,  the  tenth  day  of  April, 
A.  D.  1886. 

F.  A.  (  >RGAIN, 

Notary  Public, 
[L-  S.]  Bastrop  Count).  Texas. 


State  of  Texas,    | 
County    of    Travis,  j 

Before  me,  H.  E.  Shelley,  Notary  Public,  Travis  county,  Texas, 
on  this  day  personally  appeared  R.  L.  Walker,  ML  II.  McLauren, 
Peyton  Brown  and  Calvin  Satterfield,  known  to  me  to  be  the  per- 
sons whose  names  are  subscribed  to  the  foregoing  instrument,  and 
acknowledged  to  me  that  they  executed  the  same  for  all  the  pur- 
poses and  considerations  therein  expressed. 

Given  under  my  hand  and  notarial  seal  at  Austin,  Texas,  this  13th 
day  of  April,  A.  D.  1886. 

H.  E.  Sm  1  1  1  \ . 

Notary  Public, 
i'l.  s.]  Travis  <  lount) .  Texas. 


State  ok  Texas,    | 

County  of  Bastrop.  \ 

Before  me,  J.  E.  B.  Laird,  a  Notary  Public  in  and  for  the  county 
of  Bastrop,  on  this  day  personally  appeared  R.  V.  Standifer  and 
John  S.  Smith,  known  to  me  to  be  the  persons  whose  names  are  sub- 
scribed to  the  foregoing  instrument,  and  acknowledged  to  me  thai 
they  executed  the  same  for  the  purposes  and  considerations  1 
expressed. 

Given   under   my   hand  and  seal  of  office,  this  tenth  day  of  April. 

A.  D.  1886. 

J.  E.  B.  Laird, 
\  itarj    Public, 
[l.  s.]  Bastro]   1  I  exa 


IS,) 

is.  \ 


440 

State  of  Texas 
County  of  Travi 

Before  me,  the  undersigned  authority,  on  this  day  personally  ap- 
peared R.  L.  Walker,  Calvin  Satterfield  and  M.  H.  McLauren,  who 
after  being  by  me  duly  sworn,  say  that  they  are  among  the  duly 
elected  Directors  of  the  Bastrop  and  Taylor  Railway  Company,  and 
that  the  sum  of  one  thousand  dollars  for  every  mile  proposed  to  be 
built  by  said  Company  has  been  subscribed  in  good  faith,  and  that 
five  per  cent,  of  the  amount  subscribed  has  been  paid  into  the  hands 
of  the  Directors  and  Managers  named  in  the  Articles  of  Incorpora- 
tion. 

R.  L.  Walker, 
Calvin  Satterfield, 
M.  H.  McLauren. 
Sworn   to   and    subscribed   before  me  this,  the  13th  day  of  April, 
1886.  H.  E.  Shelley, 

Notary  Public, 
[l.  s.]  Travis  County,  Texas. 


[certificate.] 

State  of  Texas,         ~\ 

Attorney  General's  Office.      V 

Austin,  April  15th,  1886.  ) 

This  is  to  certify  that  the  original  Articles  of  Incorporation  of  the 
Bastrop  and  Taylor  Railway  Company  were  submitted  to  me  on  the 
fifteenth  day  of  April,  1886,  and  that  having  carefully  examined  the 
same  I  find  them  in  accordance  with  the  provisions  of  chapter  one, 
title  LXXXIV,  of  the  Revised  Statutes  of  Texas,  and  not  in  conflict 
with  the  laws  of  the  United  States,  or  of  the  State  of  Texas. 

As  witness  my  hand  and  the  seal  of  said  office. 

John  D.  Templeton, 
[l.  s.]  Attorney  General. 

[endorsed.] 

Charter  of  Bastrop  and  Taylor  Railway  Company,  filed  for  record 
in  the  Department  of  State,  April  26,  A.  D.  1886. 

J.  W.  Baines, 
Secretary  of  State. 


44i 

State  of  Texas,      ") 
Department  of  Stai 

I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  original  charter  of  the  "  Bastrop 
and  Taylor  Railway  Company  "  was  this  day  filed  for  record  in  this 
Department,  and  the  same,  with  endorsement  thereon,  is  now  of 
record  on  pages  216,  217,  218  and  219,  Book  "B"  of  Railroad  Char- 
ters. 

Witness  my  official  signature  and  the  seal  of  State  affixed,  at  the 
City  of  Austin,  this  26th  day  of  April,  A.  D.  1886. 

J.  W.  Baines, 
[l.  s.]  Secretary  of  State. 


AMENDMENTS   OF  ARTICLES   ONE.   TWO   AND   FIVE 


ARTICLES    OF    INCORPORATION 


BASTROP    AND   TAYLOR    RAILWAY  COMPANY. 


Know  all  men  by  these  presents: 

That  in  accordance  with  a  resolution  of  the  stockholders  of  said 
Company,  adopted  by  all  the  stockholders  at  a  meeting  held  at  the 
general  office  of  said  Company,  in  the  town  of  Bastrop,  on  the  8th 
day  of  September,  1886,  in  which  all  the  stock  of  said  Company  was 
represented,  articles  one,  two  and  five  of  the  Articles  of  Incorpora- 
tion, as  originally  adopted  and  filed  in  the  office  of  the  Secretary  of 
State  of  the  State  of  Texas,  on  the  26th  day  of  April,  1886,  are  here- 
by amended  so  that  the  said  Articles  shall  hereafter  read  as   follows: 

Article  1.  The  name  of  said  corporation  shall  be  "  The  Taylor, 
Bastrop  and  Houston  Railway  Company." 

Article  2.  Said  railway  is  to  be  constructed  from  the  town  of 
Taylor,  in  Williamson  county,  by  way  of  the  town  of  Elgin,  through 
the  counties  of  Williamson,  Travis  and  Bastrop,  to  the  town  of  Bas- 
trop, a  distance  of  about  thirty  two  miles,  as  heretofore  authorized; 
thence  through  the  counties  of  Bastrop,  Fayette,  Colorado,  Austin, 
Waller  and  Harris  to  the  City  of  Houston,  a  distance  of  about  one 
hundred  and  thirty  miles,  with  the  right  to  erect  and  maintain  a  tele- 
graph line  along  the  line  of  said  road,  to  be  used  for  railroad  pur- 
poses. 


443 

Article  5.  The  capital  stock  of  said  corporation  shall  be  two 
million  nine  hundred  and  twenty  thousand  dollars,  including  the  three 
hundred  and  twenty  thousand  dollars  already  subscribed  to  said 
road  from  Taylor  to  Bastrop,  to  be  divided  into  shares  of  one  hun- 
dred dollars  each. 

In  witness  whereof,  the  President  and  Board  of  Directors  of  said 
Bastrop  and  Taylor  Railway  Company  hereto  sign  our  names,  ami 
cause  this  act  to  be  attested  by  the  Secretary,  under  the  seal  of  said 
Company,  at  its  general  office,  on  this  the  8th  day  of  September,  \ 
U.   1886. 

[Signed]      H.  M.  HoxiE,  President  and  Director. 
"  Jas.  A.  Baker,  Director. 

"  J.  A.  Hooper,  Director. 

"  G.  W.  Burkett,  Director. 

"  J.  Herrin,  Director. 

"  Chester  Erhard,  Director. 

[L.  s.]  "  W.  H.  Newman,  Director. 

Attest: 

Chester  Erhard, 

Secretary. 


[certificate.] 

,\  1  roRNi  v  Geneb  il's  Office, 
\«  n  in.  ( October  22nd,  18 

This  is  to  certify  that  the  Amended  Articles  of  Incorporation  of 
the  Taylor  and  Bastrop  Railway  Company,  hereafter  to  be  called 
the  Taylor,  Bastrop  and  Houston  Railway  Company,  were  submitted 
to  me  on  the  22nd  day  of  October,  1886,  and  that  having  carefully 
examined  the  same  I  find  them  in  accordance  with  the  provisions  ol 
chapter  one,  title  LXXXIV  of  the  Revised  Statuti  ..andnot 

in  conflict  with  the  laws  of  the  I  rnited  States,  or  the  State  ol    I 

In  witness  whereof  1  have  hereto  set  my  hand  and  offii 
[Signed]  John  D.  Ti  mpli  row, 

_       n  Attorney  <  reneral. 

[l.  s.] 


444 

[ENDORSED.] 

Amended  Charter  Bastrop  and  Taylor  Railway  Company,  filed  for 
record  in  Department  of  State,  October  27,  A.  D.  1886. 

[Signed]  J.  W.  Baines, 

Secretary  of  State. 


State  of  Texas 
Department  of  State 


rE.  j 


I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  Amended  Charter  of  the  "  Bastrop 
and  Taylor  Railway  Company"  was  this  day  filed  for  record  in  this 
Department,  and  the  same,  with  endorsements  thereon,  is  now  of 
record  on  pages  267  and  268,  Book  B  of  Railroad  Charters. 

Witness  my  official  signature  and  the  seal  of  State  affixed,  at  the 
City  of  Austin,  this  27th  day  of  October,  A.  D.  1886. 

[Signed]  J.  W.  Baines, 

[l.  s.]  Secretary  of  State. 


BRANCH    TO   SAN    MARCOS. 


♦  «•  —  «> 


AMENDED  CHARTER, 


State  of  Texas,    ~| 
County  of  Bastrop.  ) 

Know  all  men  by  these  presents,  that  in  accordance  with  tin- 
resolution  of  the  stockholders  of  the  Taylor,  Bastrop  and  Houston 
Railway  Company,  adopted  by  all  the  stockholders  of  said  Com- 
pany,  except  one  who  holds  a  single  share,  at  a  special  meeting  held 
for  the  purpose,  and  pursuant  to  notice,  at  the  general  office  ol 
Company,  in  the  town  of  Bastrop  aforesaid,  on  the  i.jthd 
February,  1887,  in  which  all  of  the  stock  of  said  Companj  was 
represented,  except  one  share  owned  by  S.  H.  II.  'lark,  the  follow- 
ing resolution  was  unanimously  adopted: 

Resolved,  That    article    2    of  the   articles  of  incorporation  of  the 
Taylor,  Bastrop  and  Houston  Railwa\  Cornp  amended    and 

filed  and  recorded  in  the  office  of  the  Secretary  of  State,  on  the  27th 
day  of  October,  1886,  shall  hereafter  read  as  folio 

Article  2.     The    main    line    of  said    railway    is  to  be  constructed 
from  the  town  of  Taylor,  in  Williamson  county,  by  wa)   of  the   town 
of  Elgin,  through  the  counties  of  Williamson,  Tr.n  is  and  Bastrop,  to 
the  town  of  Bastrop,  a  distance  ol  about  thirtj  two  miles,  a-> 
tofore  authorized;  thence  through  the  counties  ol   Bastrop,    Fa; 
Colorado,  Austin,  Fort  Bend,  Waller  and  Harris,  to  the  city  of  H 
ton,  a  distance  of  about  one  hundred  and  thirty  miles,  with  a  b 
road  from  a  point  on  said  main  line  in  Ba  ti  ip  county,  through   the 
counties  of  Bastrop,  Caldwell  and  Hays,  to  th  the 

International    and    Great    Northern    Railroad,    al 
county,   a   distance  of  about   fifty  miles,  with  the  I  and 

maintain   along  said    main    line   and  branch  >r  the 

use  and  operation  of  said  road. 

In  witness  whereof,  the    President  and    Directors   of  said    I. 


446 

Bastrop  and  Houston  Railway  Company  hereto  sign  our  names,  and 
cause  this  act  to  be  attested  by  the  Secretary,  under  the  seal  of  said 
Company,  at  its  general  office  in  Bastrop,  on  this  14th  day  of 
February,  A.  D.  1887. 

Jas.  A.  Baker,  President  and  Director. 
J.  A.  Hooper,  Vice-President  and  Director. 
Chester  Erhard,  Director. 
[l.  s.]  H.  G.  Fleming,  Director. 

Attest: 

Chester  Erhard, 

Secretary. 


[certificate]. 

The  State  of  Texas,         ~) 

Attorney  General's  Office,      V 

Austin,  March  5,  1887.  ) 

This  is  to  certify  that  the  Amended  Articles  of  Incorporation  of 
the  Taylor,  Bastrop  and  Houston  Railway  Company  were  submitted 
to  me  on  the  5th  day  of  March,  1887,  and  that  having  Carefully  ex- 
amined the  same  I  find  them  in  accordance  with  the  provisions  of 
chapter  1,  title  84,  of  the  Revised  Statutes  of  Texas,  and  not  in  con- 
flict with  the  laws  of  the  United  States  or  of  the  State  of  Texas. 

J.  S.  Hogg, 
[l.  s.]  Attorney  General. 


State  of  Texas,      ) 
Department  of  State,  j 

I,  J.  M.  Moore,  Secretary  of  State  of  the  State  of  Texas,  do  here- 
by certify  that  the  foregoing  Amended  Charter  of  the  Taylor,  Bas- 
trop and  Houston  Railway  Company  was  this  day  filed  for  record  in 
this  Department,  and  the  same,  with  endorsements  thereon,  is  now 
of  record  on  pages  342,  343,  book  B  of  Railroad  Charters. 

Witness  my  official  signature  and  the  seal  of  State  affixed,  at  the 
City  of  Austin,  this  7th  day  of  March,  A.  D.  1887. 

J.  M.  Moore, 
[l.  s.]  Secretary  of  State. 


Taylor,  Bastrop  and  Houston  Railway  Company 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 


■*  «■«»■»  » 


CONTRACT  OF  SALE. 


THIS  INDENTURE  AND  CONTRACT,  made  on    the    2d 
day  of  December,  in  the  year  of  our  Lord  one  thousand   eight   hun- 
dred   and    eighty-six,    by  and   between    the  Taylor,  Bastrop    \m> 
Houston  Railway  Company,  a  corporation  created   by   and    under 
the  laws  of  the  State  of  Texas,  party  of  the  first  part,  and    the 
souri,  Kansas  and  Texas  Railway  Company  ,  a  corporation  en 
under   the   laws   of  the   States   of  Kansas   and  Missouri,  and  having 
corporate  rights  and  franchises  under   the   laws   of  Texas,    part] 
the  second  part; 

WITNESSETH,  THAT, 

Whereas,  The    railroad    of  the  party  <>(  the   first  part   c  onn 
with  the  railroad  of  the  party  of  the  second  part  at  Taylor,  Texas; 

And  Whereas,  The  party  of  the  second  part  is  the  owner  of  the 
majority  of  the  capital  stock  of  the  party  of  the  first  part . 

And  Whereas,  The   party  of    the   second    part    has    1 
power    and    authority   to   purchase,    lease,  join  StO<  ks  and  un- 
consolidate with,  and  to  acquire  and  merge  in  I  or  any 
of  the  property,  rights,  privileges  and  franchises   oi  an)    connecting 

railroad  Company; 


448 

NOW,    THEREFORE,    THIS    INDENTURE    AND  CONTRACT  FURTHER  WIT- 
NESSETH: 

That  the  said  party  of  the  first  part,  for  and  in  consideration  of 
the  sum  of  one  hundred  dollars,  lawful  money  of  the  United  States, 
to  it  in  hand  paid  at  and  before  the  ensealing  and  delivery  of  these 
presents,  the  receipt  whereof  is  hereby  acknowledged,  and  for  other 
and  further  lawful  considerations  hereinafter  mentioned,  hath  merged 
itself  into  the  party  of  the  second  part,  under  its  own  proper  and 
corporate  name  of  the  Missouri,  Kansas  and  Texas  Railway  Com- 
pany, on  the  terms  and  conditions  herein  and  hereby  agreed  upon 
and  contained,  by  granting,  bargaining,  selling,  alienfhg,  remising, 
assigning,  transferring,  conveying  and  confirming  unto  the  party  of 
the  second  part,  its  successors  and  assigns,  all  the  franchises,  cor- 
porate rights  and  privileges  of  the  said  party  of  the  first  part,  its 
successors  and  assigns,  together  with  its  track,  road-bed,  railroad, 
buildings,  rolling  stock,  engines,  tolls,  bonds,  stocks,  grants,  privi- 
leges, property,  real  and  personal,  and  every  right,  title  and  interest 
in  or  to  any  franchise,  real  or  peisonal,  and  all  rights  of  every  name 
and  kind  which  the  party  of  the  first  part  poss'esses,  or  in  which  the 
party  of  the  first  part  has  any  right,  privilege  or  interest,  situated 
and  being  in  the  State  of  Texas,  or  elsewhere;  the  object  and  intent 
of  this  contract,  conveyance  and  agreement  being  to  so  merge  the 
rights,  powers  and  privileges  of  the  party  of  the  first  part  into  the 
party  of  the  second  part,  as  that  the  party  of  the  second  part,  under 
its  own  charter,  corporate  name  and  organization,  shall,  without  im- 
pairing any  existing  right,  exercise  in  addition  thereto  all  the  pow- 
ers, privileges  and  franchises,  and  own  and  control  all  the  railroads 
and  properties  that  the  party  of  the  first  part  now  exercises  or  owns, 
or  by  its  charter  or  the  laws  it  has  the  right  to  own,  exercise  or  con- 
trol. 

Provided,  however,  that  the  corporate  franchises  of  the  party  of 
the  first  part  to  be  and  remain  a  corporation,  until  such  time  as  may 
be  hereafter  agreed  upon  for  its  dissolution,  shall  not  be  impaired  or 
infringed  upon  by  anything  contained  in  this  contract  and  indenture; 
and 

Provided,  also,  that  nothing  herein  contained  is  intended  to  or 
shall  impair  any  legally  existing  contract,  by  mortgage  or  otherwise, 
of  the  party  of  the  first  part,  and  especially  the  mortgage  made  and 
executed  to  John  F.  Dillon  and  Henry  B.  Henson,  Trustees,  dated 
the  first  day  of  December,  1886,  to  secure  bonds  to  be  issued  from 
time  to  time,  according  to  its  terms  and  provisions,  subject  to  which 


449 

said  mortgage  and  all  bonds  that  are  or  may  be  issued  thereunder, 
this  contract  and  conveyance  is  taken  by  said  second  party  hereto. 
And  the  said  party  of  the  second  part  hereto,  as  a  further  considera- 
tion for  this  contract  and  conveyance,  is  to  perform  and  fulfill  all 
the  charter  obligations  of  the  party  of  the  first  part  to  the  State  of 
Texas  and  to  the  public. 

The  corporate  existence  of  the  party  of  the  first  part  shall  be 
maintained,  and  its  power  to  carry  out  all  existing  contracts  remains 
unimpaired. 

This  conveyance  is  duly  authorized  by  the  corporate  action  of  the 
party  of  the  first  part. 

In  witness  whereof,  the  said  Taylor,  Bastrop  and  Houston  Rail- 
way Company,  party  of  the  first  part,  has  caused  this  instrument  to 
be  subscribed  by  its  Vice-President  (its  President  being  absent  from 
the  State)  and  Secretary,  and  the  corporate  seal  of  said  Company 
to  be  affixed  thereto,  on  this  2nd  day  of  December,  A.  D.  one  thous- 
and eight  hundred  and  eighty-six. 

THE  TAYLOR,    BASTROP  AND   HOUSTON 

RAILWAY  COMPANY, 
By  Jas.  A.  Baker, 
[l.  s.]  Vice-President. 

Chester  Erhard, 

Secretary. 


The  State  of  Texas,  j 
County  of  Harris.       ! 

Before  me,   Garrett  Hardcastle,   a  Notary    Public  in  and  for  the 
county  and  State  aforesaid,  on  this  day  personally  appeared  Jaa     v 
Baker,  known  to  me   to  be  the  person  whose  name  Is  subscribed  to 
the  foregoing  instrument,  and  acknowledged  to  me  thai  he,  as    - 
President  of  the  Taylor,    Bastrop  and  Houston  Railwa)  Company, 
executed  the  same  for  the  purposes  and  consideration  therein  ex 

pressed. 

Given  under  my  hand  and  seal  of  office,  tins  17th  da)    "'    herein 

ber,  A.  D.  1886. 

Garreti   Harix  tsTLE, 

Notary  Public, 

rL   g j  Harris  County.    I  exai 


45Q 

The  State  of  Texas,  ) 
County  of  Harris.      J 

I,  Alex.  Erichson,  County  Clerk  of  said  county,  do  hereby  certify 
that  the  foregoing  instrument  of  writing,  with  its  certificate  of  au- 
thentication, was  filed  for  registration  in  my  office  on  the  17th  day 
of  December,  A.  D.  1886,  at  4.30  o'clock  p.  m.,  and  duly  recorded 
on  the  8th  day  of  January,  A..  D.  1887,  at  4.50  o'clock  p.  m.,  in  the 
Record  of  Deeds  of  said  county,  in  Book  Volume  36,  on  pages  Xos. 
210  and  212. 

In  testimony  whereof,  witness  my  hand  and  official  seal,  at  office, 
this  8th  day  of  January,   1887. 

Alex.  Erichsox, 

County  Clerk, 
[l.  s.]  Harris  Councy,  Texas. 

By  Alex.  Barttlixgck,  Deputy. 


THE  TAYLOR,  BASTROP  AND  HOUSTON  RAILWAY  COMPANY. 


FIRST    MORTGAGE. 


THIS  INDENTURE,  made  the  first  day  of  December,  in  the 
year  one  thousand  eight  hundred  and  eighty-six,  between  The  Tay- 
lor, Bastrop  and  Houston  Railway  Company,  a  corporation  or- 
ganized under  and  by  virtue  of  the  laws  of  the  State  of  Texas,  party 
of  the  firot  pare,  hereinafter  denominated  "Railway  Company,"  and 
John  F.  Dillon  and  Henry  B.  Henson,  parties  of  the  second  part, 
hereinafter  denominated  "Trustees." 

Whereas,  The  Taylor,  Bastrop  and  Houston  Railway  Company, 
to  meet  the  expense  of  constructing,  completing  and  putting  into 
operation  a  railway  in  the  State  of  Texas,  which  is  to  extend  from 
the  town  of  Taylor,  in  Williamson  county,  through  the  counties  of 
Williamson,  Travis  and  Bastrop,  to  the  town  of  Bastrop,  thence 
through  the  counties  of  Bastrop,  Fayette,  Colorado.  Austin,  Waller 
and  Harris,  to  the  City  of  Houston,  have  resolved  to  issue  and 
negotiate,  as  by  law  they  are  duly  authorized,  a  bonds  of 

one   thousand  dollars  each,   at   the  rate  of  twenty  thousand  dollars 
for  each  mile  of  road,  all  of  which  bear  date  the  first  day  of  Decern 
ber,  one  thousand  eight  hundred  and  eighty-six,  and  which  are  made 
payable  to  the  bearer,  on  the  first  day  of  June,  in  the  year  one  thous 
and  nine  hundred  and  twenty,  for  value  received,   at    its    ageni 
the  City  of  New  York,  with  interest  from  date  at  the  rate  of  six   per 
cent,    per  annum,  payable  semi-annually,  on   the  first  days  ol  June 
and   December  in  each  year,   on  the  presentation  and  surrender  <>! 
the  proper  annexed  coupons,  the  principal  and  interest  of  said  bondfl 
being   payable  in  gold  coin  of  the  present  weight  and  fineness,  as 
fixed  by  the  laws  of  the  United  States  now  in  force,  and  which  bondl 


452 

are  also  exempt  from  any  income  tax  that  now  is  or  hereafter  may 
be  levied  or  provided  for  by  any  law  of  the  United  States;  which 
said  bonds,  and  the  interest  to  become  due  thereon,  all  are  to  be 
equally  secured  by  these  presents,  although  issued  at  different  times, 
and  to  be  authenticated  by  a  certificate  to  be  signed  by  the  said 
Trustees,  and  are  to  be  substantially  in  the  following  form: 

United  States  of  America,  State  of  Texas. 

THE    TAYLOR,   BASTROP  AND  HOUSTON  RAILWAY 

COMPANY. 

No $1,000. 

First  Mortgage    Gold  Bond,    Interest  at  Six  per  Cent,  per  Annum, 
Payable  Semi-annually. 

The  Taylor,  Bastrop  and  Houston  Railway  Company,  a  corporation 
organized  under  and  by  virtue  of  the  laws  of  the  State  of  Texas,  promises 
to  pay  to  the  bearer,  for  value  received,  on  the  first  day  of  June,  in 
the  year  one  thousand  nine  hundred  and  twenty,  at  its  agency  in  the 
City  of  New  York,  one  thousand  dollars,  with  interest  from  date  at 
the  rate  of  six  per  centum  per  annum,  payable  semi-annually,  on  the 
first  days  of  June  and  December  in  each  year,  on  presentation  and 
surrender  of  the  proper  annexed  coupons;  the  principal  and  interest 
of  this  bond  to  be  paid  in  gold  coin  of  the  present  weight  and  fine- 
ness as  fixed  by  the  laws  of  the  United  States  now  in  force,  without 
diminution  on  account  of  any  income  tax  that  hereafter  may  be 
levied  or  provided  for  under  any  law  of  the  United  States. 

This  bond  is  one  of  a  series  of  bonds  of  one  thousand  dollars 
each,  numbered  from  one  upward,  issued  twenty  to  each  mile,  all  of 
which  are  equally  secured  by  a  deed  of  trust,  bearing  date  the  first 
day  of  December,  one  thousand  eight  hundred  and  eighty-six,  exe- 
cuted by  said  Railway  Company  unto  John  F.  Dillon  and  Henry  B. 
Henson,  Trustees,  conveying  all  and  singular  the  entire  line  of  said 
Company's  railway,  built  and  to  be  built,  beginning  at  the  town  of 
Taylor,  in  Williamson  county,  by  way  of  the  town  of  Elgin,  through 
the  counties  of  Williamson,  Travis  and  Bastrop,  to  the  town  of  Bas- 
trop; thence  through  the  counties  of  Bastrop,  Fayette,  Colorado,  Aus- 
tin, Waller  and  Harris,  to  the  City  of  Houston,  and  all  other  lines  of 
railway  that  may  hereafter  be  acquired  or  constructed  by  the  said 
Railway  Company  under  its  present  charter  or  any  amended  charter 
that  may  be  hereafter  adopted;   together  with  all  the  rolling  stock. 


453 

equipments,   materials,   all   the   rights  of  way  and  track,  depot 
shop  grounds,  tenements  ami  hereditaments,  rights  and  franchi; 

Upon    default    in    the    payment   of  interest   on    this    bond  foi 
months  after  it  becomes  payable  and  has  been    demanded,   the    trus- 
tees may,  subject  to  the  provisions  of  the  said  mortgage,  declare  the 
principal  of  all  the  bonds  immediately  payable,  and  must  do  so  if  re- 
quired by  the  holders  of  one-fourth  of  such  bonds  outstan  ling. 

This  bond  shall   pass   by  delivery  or   by  transfer  on    the  books  of 
said  Railway  Company,  and  after  a  registration  of  the 
said   bond,   certified   thereon   by  the  transfer  a 

Company,  no  transfer  of  said  bond,  except  upon  the  transfer  book  of 
said  Company,  shall  be  valid,  unless  the  transfer  shall  be  to  bearer, 
which  transfer  to  bearer  shall  again  render  said  bond  transferable  by 
delivery,  and  said  bond  shall  continue  subject  to  succes 
tion  and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each  sin 
sive  holder,  provided  the  coupons  issued  with  the  same,  and  not  due. 
are  attached  to  said  bond  when  such  registration  is  desired,  and  no! 
otherwise. 

This  bond   shall  not  become  obligatory  until   the   certifi*  il 
dorsed  thereon  is  signed  by  the  said  Trustees,   or   their  mi>  < 
successors  in  the  trust. 

In   witness  whereof,    the   said    Taylor.  Bastrop  and  Houston  Rail- 
way Company  has  caused   this  bond   to   be  subscribed  by  its  Presi- 
dent and  Secretary,   and   its   corporate  seal    affixed    hereto,  this  first 
day  of  December,  in  the  year  one  thousand  eight  hundred  and  ei 
six. 

THE  TAYLOR,    HAS  FRO  I'   AND    HOUSTON 

RAILW  U   <"<  »\N\\N\  . 
By 

Presidi 


•!.u  \ 


Cou i'1  |N-    No.    i 


The  Taylor,  Bastrop  and    Houston    Railwaj  Compan)  will  pa)  to 

the   bearer  at  its  agency  in    the  Citj  of   \,a    Vork,  thirt)  dol 
gold  coin  on  the  first  day  of  June.  i.s.s7.  being    six    months  in! 
due  on  that  day  on  Bond  No 


tan 


454 
Trustees'  Certificate. 

It  is  hereby  certified  that  the  Taylor,  Bastrop  and  Houston  Rail- 
way Company  has  executed  to  John  F.  Dillion  and  Henry  B.  Hen- 
son,  Trustees,  a  mortgage  or  deed  of  trust,  as  described  in  the  within 
bond,  to  secure  the  same. 


Trustees. 

NOW  THEREFORE,  THIS  INDENTURE  WITNESSETH: 

That  the  said  Taylor,  Bastrop  and  Houston  Railway  Company,  in 
order  to  better  secure  the  payment  of  the  bonds  proposed  to  be 
issued  by  the  said  Railway  Company,  as  hereinbefore  set  forth,  with 
the  interest  thereon,  unto  the  person  and  persons,  body  and  bodies 
politic  and  any  of  them,  his,  her  or  their  executors,  administrators, 
successors  or  assigns,  and  in  consideration  of  the  sum  of  one 
dollar,  by  the  said  John  F.  Dillion  and  Henry  B.  Henson,  Trustees, 
paid  to  the  said  Railway  Company,  at  and  before  the  signing  and  de- 
livery hereof,  the  receipt  whereof  is  hereby  acknowledged,  has  grant- 
ed, bargained,  sold,  released,  conveyed  and  confirmed,  and  by  these 
presents  does  hereby  grant,  bargain,  sell,  release,  convey  and  confirm 
unto  the  said  John  F.  Dillon  and  Henry  B.  Henson,  and  to  their  suc- 
cessor or  successors  in  this  trust,  forever,  all  and  singular  the  said 
Taylor,  Bastrop  and  Houston  Railway  Company's  railway,  built  and  to 
be  built,  beginning  at  the  Town  of  Taylor,  in  Williamson  county,  by 
way  of  the  town  of  Elgin,  through  the  counties  of  Williamson,  Travis 
and  Bastrop,  to  the  town  of  Bastrop;  thence  through  the  counties  of 
Bastrop,  Fayette,  Colorado,  Austin,  Waller  and  Harris,  to  the  city  of 
Houston;  and  all  other  lines  of  railway  that  hereafter  may  be  ac- 
quired or  constructed  by  the  said  Railway  Company  under  its  pres- 
ent charter,  or  any  amended  charter  that  may  hereafter  be  adopted, 
together  with  all  side  tracks,  turn  outs,  rolling  stock,  equipments  and 
material;  all  rights  of  way  and  track,  depot  and  shop  grounds,  tene- 
ments and  hereditaments,  rights  and  franchises,  including  and  mean- 
ing to  include  all  the  property,  real  and  personal,  now  acquired,  or 
which  hereafter  may  be  acquired,  by  the  said  Railway  Company,  in 
the  State  of  Texas,  used  for  and  pertaining  to  the  operation  of  said 
railway. 

To  have  and  to  hold  the  said  property,  things,  rights  and  fran- 
chises hereby  conveyed,  or  intended  to  be,  unto   the  said  trustees, 


455 

or  their  successor  or  successors,  in  trust  for  the  owners  and  holders 
of  the  said  bonds,  or  any  of  them,  subject  to  the  terms  and  stipula- 
tions of  said  bonds,  and  of  the  coupons  thereto  attached,  and  sub- 
ject also  to  the  possession,  control  and  management  of  the  Dire 
of  the  said  Railway  Company,  so  long  as  said  Company  shall  well 
and  truly  perform  all  and  singular  the  stipulations  of  said  bonds  and 
the  covenants  of  this  deed. 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  said  party  of 
the  second  part  shall  be  void,  and  the  right  to  all  the  real  and  per- 
sonal property  hereby  granted  and  conveyed  shall  revert  to,  and 
re-vest  in  the  said  Railway  Company,  its  successors  or  assigns,  in 
law  and  equity,  without  any  acknowledgment  of  satisfaction,  recon- 
veyance, surrender,  re-entry,  or  other  act. 

That  in  case  the  said  Railway  Company,  its  successors  or  ass  t 
shall  fail  to  pay  the  interest  on  any  of  said  bonds,  at  the  time  when 
the  same   shall   become  due   and   payable,   according   to  the   tenor 
thereof,  and  shall  continue  in  such  default  for  six  months  after 
payment  has  been  demanded,  at  its   or  their   agency    in  the   I 
New  York,  then  and  thereupon  the  principal  of  all  the  bonds  hereby 
secured  shall  be  and  become  immediately  due  and  payable,  pro* 
the  said  trustees  give  written  notice  to  the  party  of  the  first  part,  its 
successors   or  assigns,   of  their  option    to  that  effect,    while  such  de- 
fault continues,  which  notice  they  shall  he  hound  to  give  if  required 
in  writing  to  do  so,  by  the  holder,  of  twenty  live  per  centum  of  said 
bonds  then  outstanding;  and  that,   in  such  case,    or  upon  the  princi- 
pal of  said  bonds  becoming  in  any  other  w  >\  due  and  payable,  and 
remaining  unpaid,  in  whole  or  in  part,  after  demand  thereof,  thi 
trustees,  or  their  successor  or  su<  cessors  in  the  trust,   may,   in  then 
discretion,  and  shall,  upon  the  request  of  the  holders  of  fifty  per  i  en 
turn  of  said  bonds  then  outstanding,   with  or  without  entry  or  fore 
closure,  take  actual  possession  of  said  railroad,  and  of  all  and  singu 
lar  the  property,  things  and  effects  herein  conveyed,  and  pi  i  tonally, 
or  by  attorney,   manage   and  operate   the  same,  and  receive  all  the 
tolls,  rents,  income  and  profits  thereof,   until  such  time  as  thi 
bonds  and  interest  thereon  are  fully  paid  or  satisfied,  and  shall  apply 
the  money  so  received  by  it,  first,  to  the  expense  ol  the  trusl  hereby 
executed,  the  managemenl  of  the  said  railroad  and  its  appurtenai 
and  the  needful  repairs  thereof;  next,  to  the  payment  of  inti 
due  upon  the  said  bonds,  and  interest  upon  delayed  interest,  and  at 
terwards  to  the  payment  of  the   principal  of  said  bonds.     And  the 


456 

said  trustees,  or  their  successor  or  successors  in  the  trust,  upon  be- 
coming entitled  to  take  possession  of  the  railroad  and  property  afore- 
said, may,  in  their  discretion,  and  shall,  on  the  written  request  of  the 
holders  of  at  least  one-half  of  the  bonds  then  unpaid  and  outstand- 
ing, cause  the  said  premises  so  mortgaged  to  be  sold,  either  as  an 
entirety,  or  in  such  parcels  as  they  shall  deem  necessary  or  proper, 
having  due  regard  to  the  interests  of  all  parties,  to  the  highest  bidder, 
at  public  auction,  in  the  City  of  Austin,  Texas,  giving  at  least  sixty 
days  notice  of  the  time,  place,  and  terms  of  such  sale,  and  of  the 
specific  property  to  be  sold,  and  whether  the  same  will  be  sold  as 
an  entirety  or  in  parcels,  by  publishing  such  notice  in  one  or  more 
newspapers  in  the  City  of  Austin,  and  in  one  or  more  newspapers  in 
the  City  of  New  York,  once  in  each  week  during  the  term  of  sixty 
days,  and  that,  upon  receiving  the  purchase  money  therefor,  the  said 
trustees,  or  their  successors  in  the  trust,  shall  execute  to  the  pur- 
chaser or  purchasers  thereof,  a  good  and  sufficient  deed  of  convey- 
ance, in  fee  simple,  which  sale  and  conveyance  shall  forever  be  a  bar 
against  the  party  of  the  first  part,  its  successors  and  assigns,  and  all 
persons  claiming  under  them,  of  all  right,  estate,  interest  or  claim  in 
or  to  the  premises,  property,  things,  franchises,  privileges  or  immu- 
nities so  sold,  or  any  part  thereof,  whether  the  said  trustees  are  in 
possession  thereof  or  not,  and  the  receipt  of  the  said  trustees  shall  be 
a  full  and  sufficient  discharge  to  each  purchaser,  and  no  purchaser 
holding  such  receipt  shall  be  liable  for  the  proper  application  of  the 
purchase  money,  or  in  any  way  bound  to  see  that  the  same  is  applied 
to  the  uses  of  this  trust,  or  in  any  manner  answerable  for  its  loss  or  mis- 
application, or  bound,  to  inquire  into  the  authority  for  making  such 
sale,  and  such  sale  to  a  purchaser  in  good  faith  shall  be  valid, 
whether  said  notice  is  given  or  not,  and  whether  default  in  payment 
has  been  made  or  not. 

That  the  said  trustee  shall,  after  deducting  from  the  proceeds  of 
such  sale  the  cost  and  expenses  thereof,  and  of  the  execution  of  this 
trust,  and  all  payments  for  taxes,  assessments  and  counsel  fees,  and 
their  own  reasonable  compensation,  apply  so  much  of  the  proceeds 
as  may  be  necessary  to  the  payment  of  the  principal  and  interest  re- 
maining unpaid  upon  said  bonds  and  coupons,  together  with  interest 
upon  over-due  coupons  down  to  the  time  of  sale,  without  giving 
preference  to  either  principal  or  interest;  it  being  the  intention  of 
this  indenture  that  so  long  as  the  railroad  and  its  appurtenances 
shall  be  managed  by  the  trustees  or  a  receiver  as  a  going  concern, 
the  income  shall  be  applied  to  the  payment  of  interest  in  preference 


457 

to  the  principal,  but  that,  after  a  sale  of  the  railroad  and  its  appur- 
tenances, no  such  preference  shall  be  made  in  the  distribution  of  the 
proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  trust 
or  under  decree  of  the  Court,  the  holders  of  the  bonds  herebj 
cured,  or  any  of  them,  or  the  said  trustees  on  behalf  of  all  the  bond- 
holders, shall  have  a  right  to  purchase  upon  equal  terms  with  other 
persons,  and  it  shall  be  the  duty  of  the  said  trustees,  if  so  required 
in  writing,  a  reasonable  time  before  such  sale,  by  the  holders  of  a 
majority  in  value  of  the  outstanding  bonds  secured  hereby,  and  upon 
being  offered  at  the  same  time,  adequate  indemnity  against  all  lia- 
bility to  be  incurred  thereby,  to  make  such  purchase  on  behalf  of  all 
the  bondholders,  at  a  reasonable  price,  if  part  only  of  the  property 
hereby  conveyed  is  sold,  or  in  case  the  whole  property  is  sold,  at  a 
price  not  exceeding  the  whole  amount,  principal  and  interest,  due  <>r 
accruing  upon  said  bonds,  together  with  the  expenses  of  the  pro< 
ings  and  sale;  and  the  bonds  secured  by  this  mortgage  shall  be  re- 
ceivable at  such  sale  as  cash,  for  the  amount  of  cash  which  would  be 
payable  on  such  bonds  out  of  the  proceeds  of  such  sale. 

That  in  case  of  the  purchase  of  said  property,  or  am  part  thei 
by  the  trustees,  the  same  shall  be  held  for  the  benefit  of  all  the  bond- 
holders in  proportion  to  their  respective  interests  in   the  bonds,   and 
that  the  property  thus  purchased  shall  be  conveyed  to  such  pi  i 
or  corporations  as  may  be  designated  by  a  majority  in   value   of  the 
bondholders  present  at  a  meeting  of  the  bondholders  in  th    I 
New  York,  regularly  called  by  the  trustees,  upon   reasonable  public 
notice  published  in  two  newspapers  of  that  i  Lty;  provided  that  such 
conveyance  shall  be  made  on  such  terms  as  will,  in  the  judgment  of 
said  trustees,  secure  to  each  an. I  every  bondholder    his   jusl    propor 
tion  of  interest  in  the  property  pun  hased  aid. 

That  it  is  hereby  expressl]  I  that  in  no  case  shall  any  < 

benefit  or  advantage  be  taken  by  the  said  Railwaj  Companj 
cessors  or  assigns,  of  any  valuation,  appraisement 
lief  laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  thai  q<  I 
herein  contained  shall  be  construed  as  limitin    thi   i 
trustees  to  apply  to  the  courl  for  judgment  or  decree   of  foreclosure 
and  sale  under  this  indenture,  or  foi  the  usual  relief  in 
such  proceedings;  ami  the  .aid  trustees  may,  in  their  d 
ply  to  any  competent  court  for  reliel  b) 

wise,   if  so   advised    by  counsel,  instead  of  takin  ion  ol  01 

selling  the  said  property  when  required  to  do  so  by  bondholders. 


458 

That  the  said  Railway  Company  may  dispose  of  the  current  net 
revenue  and  income  of  all  the  said  property  and  railway  hereby 
conveyed,  in  such  manner  as  it  shall  deem  best,  until  default  shall  be 
made  in  the  payment  of  the  interest  or  principal  of  said  bonds,  or  of 
any  one  or  more  of  them,  and  shall  have  the  right  to  sell  and  dispose 
of  any  such  real  estate  or  other  property  as  it  may  own  or  acquire, 
which  may  not  be  needed  or  required  for  the  purpose  and  business 
of  said  railway,  and  which  sale  and  conveyance  of  said  property 
shall  transfer  the  said  property  and  title  free  from  the  incumbrance 
of  this  mortgage  or  deed  of  trust,  and  to  change  its  track  and  make 
any  and  all  alterations  necessary  for  the  benefit  of  the  same. 

That  the  bonds  secured  herein,  except  as  to  the  first  thirty-five 
miles,  namely,  bonds  to  the  amount  of  seven  hundred  thousand  dol- 
lars, which  the  trustees  are  hereby  authorized  and  directed  to  certify 
upon  demand  of  the  President  of  the  party  of  the  first  part,  are  to  be 
issued  at  the  rate  only  of  twenty  thousand  dollars  per  mile  of  com- 
pleted road,  as  follows:  that  is  to  say,  one  hundred  bonds  may  be 
issued  for  each  five  miles  of  railway  as  the  same  may  be  completed, 
on  the  affidavit  of  the  Chief  Engineer  of  said  Railway  Company, 
that  five  miles  have  been  so  completed  and  are  ready  for  use.  And 
it  is  agreed  between  the  parties  hereto,  and  made  part  of  the  con- 
tract with  the  holders  of  the  bonds  secured  hereby,  that  the  trustees 
herein  shall  not  be  required  to  look  beyond  the  affidavit  of  the 
Chief  Engineer,  as  herein  provided,  and  shall  not  be  responsible  in 
any  event  for  any  act  done  in  pursuance  of  such  affidavit. 

That  it  is  further  mutually  agreed  by  and  between  the  parties 
hereto,  and  is  hereby  declared  to  be  a  condition  upon  which  the  said 
party  of  the  second  part  and  their  successor  or  successors  in  the  trust 
hereby  created  have  assented  to  these  presents  and  accepted  this 
trust,  that  the  said  trustees  and  their  successors  in  this  trust  shall  not 
in  any  manner  be  held  responsible  for  the  act  of  any  co-trustee,  or 
any  person  employed  by  them,  unless  guilty  of  culpable  negligence 
in  the  selection  of  such  employe;  nor  shall  the  trustees  be  answerable 
except  for  his  or  their  own  willful  default. 

That  the  party  of  the  second  part,  or  their  successor  or  successors, 
shall  be  authorized  to  pay  such  reasonable  compensation  as  they 
shall  deem  proper,  to  all  the  attorneys,  officers,  agents,  servants  and 
employes  whom  they  may  reasonably  employ  in  the  management  of 
this  trust;  and  that  the  said  trustees,  and  their  successor  or  successors, 
shall  have  and  be  entitled  to  just  compensation  for  all  services  they 
may  render  in  connection  with  the  trust  hereby  created,  to  be  paid 


459 

by  the  party  of  the  first  part  or  out  of  the  trust  estate. 

That  the  bonds  hereinbefore  described,  and  hereby  secured,  shall 
pass  by  delivery  or  by  transfer  on  the  books  of  said  Railway  Com- 
pany, and  that  after  the  registration  of  the  ownership  of  said  bonds, 
certified  thereon  by  the  Transfer  Agent  of  said  Railway  Company, 
no  transfer  of  said  bonds,  except  upon  the  transfer  books  of  said 
Company,  shall  be  valid,  unless  the  last  transfer  shall  be  to  bearer, 
which  transfer  to  bearer  shall  again  render  said  bonds  transferable 
by  delivery;  and  that  said  bonds  shall  continue  subject  to  successive 
registration  and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each 
successive  holder,  provided  the  coupons  issued  with  the  same,  and 
not  due,  are  attached  to  said  bonds,  when  such  registration  is  desired, 
and  not  otherwise;  and  to  this  end  the  said  Railway  Company  shall 
keep  in  the  City  of  New  York  a  registration  or  transfer  office,  with 
the  necessary  books,  in  which  the  registration  and  transfer  of  said 
bonds  may  be  made  as  above  provided. 

That  for  the  purpose  of  designating  the  rolling  stock  that  shall 
belong  to  the  line  of  railway  hereby  mortgaged,  it  as  agreed  by  and 
between  the  parties  hereto,  that  the  said  Railway  Company  will  mark, 
in  some  substantial  manner,  all  engines  ami  cars  of  each  and  ever) 
class  purchased  by  it,  with  either  the  name  of  said  Company,  or  the 
initials  of  its  name. 

That  the  Railway  Company,  its  successors  and  assigns,  further 
covenants  and  agrees  with  the  said  trustees,  and  theil  irs  in 

the  trust,  to  make,  execute  and  deliver  all  such  further  deeds,  instru- 
ments and  assurances  as  may  from  time  to  time  be  m  i  essary,  and  as 
the  said  trustees,  or  their  successors  in   the  trust,  may  he  advised  b\ 
counsel  learned  in  the  law,  to  be  necessary  tor  the  better  securin 
the  party  of  the  second   part,   their  successor  <>r   successors   in  (In- 
trust, the  premises  hereby  conveyed,  and  tor  <  arrying  out  the  ob 
and  purposes  of  this  indenture.     That  the  said    Railway  Company 
covenants  and   agrees  with  the   said   trustees  and   their  sin  « 
the  trust,  that  it  will,  from  tune  to  time,  pa)  .ill  the  i  icpenses  of  this 
trust,  including  the  compensation  ami  expenses  ol    the  transfer 
herein  provided  for. 

In  case  a  vacancy  shall  occur  in  this  trust,  from  any  cause  what 
ever,  it  shall  be  lawful  for  the  said   Railway  Company,  or  an)  ol   the 
bondholders,  to  apply  in  writing  to  the  then  Chiel  il    the  Su- 

preme Court  of  the   State    of  Texas   to   appoint   another   trust 
trustees  to  supply  the  vacancy;  and  in  the  event  that  said  application 
be  made  by  any  of  the  bondholders,  then  and  in  that  case,  nol 


460 

said  application  shall  be  given  to  said  Railway  Company  at  least  ten 
days  before  said  vacancy  shall  be  filled;  and  the  said  Chief  Justice  is 
hereby  authorized,  upon  application  and  notice  as  aforesaid,  without 
legal  proceedings,  to  appoint  one  or  two  trustees  to  fill  the  vacancy; 
and  the  trustee  or  trustees  so  appointed  shall  be  vested  with  all  the 
title,  powers,  duties  and  estates  possessed  under  this  instrument  by 
the  said  John  F.  Dillon  and  Henry  B.  Henson,  trustees  herein 
named. 

In  witness  whereof  the  said  Taylor,  Bastrop  and  Houston  Railway 
Company  has  caused  this  instrument  to  be  subscribed  in  its  name 
by  its  Vice  President  [the  President  being  absent  from  the  State] 
and  Secretary  and  attested  by  its  corporate  seal;  and  the  said  trustees, 
for  the  purpose  of  testifying  to  their  acceptance  of  the  trust  hereby 
created,  have  also  subscribed  their  names. 

THE  TAYLOR,  BASTROP  AND  HOUSTON 

RAILWAY  COMPANY, 

By  Jas.  A.  Baker, 
[seal]  Vice  President. 

Chester  Erhard, 

Secretary. 

John  F.  Dillon, 
Henry  B.  Henson. 


State  of  New  York, 
County  of  New  York,  Y 

Be  it  known,  that  on  the  30th  day  of  November,  one  thousand 
eight  hundred  and  eighty-six,  before  me,  W.  W.  Cotton,  a  Notary 
Public  in  and  for  the  State  of  New  York,  duly  commissioned  and 
sworn,  personally  came  and  appeared  John  F.  Dillon  and  H.  B. 
Henson,  to  me  personally  known,  and  known  to  me  to  be  the  same 
persons  described  in,  and  who  executed  the  within  mortgage  or  trust 
indenture,  and  said  John  F.  Dillon  and  said  H.  B.  Henson  severally 
acknowledged  the  same  to"  be  their  act  and  deed;  and  that  they  exe- 
cuted the  same  for  the  purpose  and  consideration  therein  expressed. 

In  testimony  whereof,  I  have  hereunto  subscribed  my  name  and 
affixed  my  seal  of  office,  the  day  and  year  last  above  written. 

W.  W.    Cotton, 
[l.  s.]  Notary  Public  Kings  County,  N.  Y. 

Certificate  filed  in  New  York  County.     - 


46 1 

State  of  Texas, 
County  of  Harris. 

Before  me,  H.  M.  Curtin,  a  Notary  Public  in  and  for  said  State 
and  county,  on  this  day  personally  appeared  Jas.  A.  Baker,  Vice- 
President  and  acting  President  of  the  Taylor,  Bastrop  and  Houston 
Railway  Company,  personally  known  to  me  to  be  the  person  whose 
name  is  signed  to  the  foregoing  instrument  of  writing,  and  acknowl- 
edged to  me  that  he  had  signed  the  same  as  Vice  President  and  act- 
ing President  of  the  Taylor,  Bastrop  and  Houston  Railway  Com 
pany,  for  the  purposes  and  consideration  therein  expressed. 

Given  under  my  hand  and  seal  of  office  at   Houston,   Texas,   this 
thirteenth  day  of  December,  A.  D.  1886. 

H.  M.  Cl  Kl'lN, 
[l.  s.]  Notary  Public   Harris  County,  Texas. 


The  State  of  Texas, 
County  of  Harris. 

I,  Alex.  Erichson,  County  Clerk  of  said  county,  do  hereby  certify 
that  the  foregoing  instrument  of  writing,  with  its  certificate  of  au- 
thentication, was  filed  for  registration  in  my  office  on  the  17th  day 
of  December,  A.  D.  1886,  at  11.45  o'clock  a.  m.,  and  duly  recorded 
on  the  17th  day  of  January,  A.  D.  1887,  at  1.00  o'clock  p.  in.,  in  the 
Records  of  Mortgages  of  said  county,  in  book,  volume  1.1,  on  | 
Nos.    161-171,  inclusive. 

In  testimony  whereof,  witness  my  hand  and   official  seal,  at    office, 
this  17th  day  of  January,  1887.  \n  v   1 .1  n 

County  Clerk  Harris  County,  State 
r-j   s  -I  By  Am  \.  Barti  lingck,  Deputy. 


THE  TAYLOR,  BASTROP  AND  HOUSTON 
RAILWAY     COMPANY 


Supplemental    Mortgage. 


Whereas,  The  Taylor,  Bastrop  and  Houston  Railway  Company 
did,  heretofore,  on  the  first  day  of  December,  1886,  execute  and  de- 
liver to  John  F.  Dillon  and  Henry  B.  Henson,  as  trustees,  its  mort- 
gage conveying  the  entire  line  of  said  Company's  railway,  built  and 
to  be  built,  not  only  as  contemplated  under  its  charter,  as  then  exist- 
ing, but  also  all  other  lines  of  railway  that  thereafter  may  be  ac- 
quired, or  constructed  under  its  existing  charter,  or  any  amended 
charter  that  thereafter  might  be  adopted,  to  secure  a  series  of  bonds 
of  one  thousand  dollars  each,  issued  twenty  to  each  mile  of  railway, 
constructed  and  to  be  constructed;  and, 

Whereas,  The  trustees  in  said  mortgage  named,  were  by  said 
mortgage  authorized,  upon  the  filing  with  them  of  a  certificate,  under 
oath  of  the  Chief  Engineer  of  said  Railway  Company,  certifying  that 
a  portion  or  section  of  five  miles  of  any  such  road  had  been  com- 
pleted and  ready  for  use,  to  issue  therefor  bonds  of  one  thousand 
dollars  each,  and  at  a  rate  not  greater  than  the  said  rate  of  twenty 
per  mile,  for  each  mile  of  road  so  certified,  as  aforesaid,  to  have 
been  constructed  and  ready  for  use;  and, 

Whereas,  The  Taylor,  Bastrop  and  Houston  Railway  Company, 
on  the  7th  day  of  March,  1887,  filed  in  the  office  of  the  Secretary  of 
State  of  the  State  of  Texas,  in  the  manner  required  by  law,  an  amend- 
ment to  its  charter,  authorizing  it  to  construct  a  branch  road  from  a 
point  on  its  main  line  in  Bastrop  county,    through  the  counties  ot 


463 

Bastrop,  Caldwell  and  Hays,  to  an  intersection  with  the  Internation- 
al and  Great  Northern  Railroad,  at  a  point  in  Hays  county,  a  dis- 
tance of  about  fifty  miles,  and  is  now  engaged  in  the  construction  of 
said  branch  road;  and, 

Whereas,  The  Taylor,  Bastrop  and  Houston  Railway  Company 
intends  to  make  a  further  issue  of  its  bonds,  to  meet  the  expense  of 
constructing,  completing  and  putting  into  operation  the  said  branch 
railway,  as  authorized  by  its  amended  charter  of  March  7th,  18S7, 
and  being  desirous  the  more  fully  to  secure  the  holders  of  the  bonds 
so  to  be  issued,  has  determined,  pursuant  to  the  covenants  for  fur- 
ther assurance  in  said  mortgage  contained,  and  by  virtue  ot  resolu- 
tions of  its  stockholders  and  Board  of  Directors,  duly  passed,  I 
ecute,  by  way  of  further  assurance,  this  additional  or  supplemental 
mortgage  to  said  trustees,  to  secure  a  further  issue  of  bonds,  num- 
bered from  A  1  upwards,  each  of  which  bonds  is  substantially  in  the 
form  following: 

United  States  of  America. 


STATE   OF   TEXAS. 

THE  TAYLOR,    BASTROP    AND    HOUSTON    RAILWAY 

COMPANY. 

No. >oo 

First  Mortgage    Gold  Bond.      Interest  at  Six  pet  Cent,  per  Annum. 
Payable  Semi- Annually. 

The  Taylor,  Bastrop  and  Houston  Railway  Company,  a 
poration  organized   under  and  by  virtue  of   the  laws  ol  the  State  ol 
Texas,  promises  to  pay  to  the  bearer,  for  value  re<  eived,  on  the  first 
day  of  June,  in  the  year  one  thousand  nine  hundred  and  twenty,  at 
its  agency  in  the  City  of  New  York,  one  thousand  dollars,  with  inter- 
est from  date  at  the  rate  of  six  per  1  entum  per  annum,  payable  semi 
annually,  on  the  first  days  of  June  and  December  in  ea<  ;.  year, 
presentation   and  surrender  of  the  proper    annexed    coupons;     the 
principal  and  interest  of  this  bond   to  be  paid   in  gold  coin    of  the 
present  weight  and  fineness,  as  fixed  by  the  laws  of  the  United  State. 
now  in  force,   without  diminution  on  a<  counl  ol  an)   il  I  that 

hereafter  may  be  levied  Or  provided  tor,  under  any  law  of  the  United 
States.     This  bond  is  one  of  a  further  Issue  ol  bonds,  numbered  con 


464 

secutively  from  A  1  upwards,  all  of  which  are  of  like  tenor,  secured 
by  the  First  Mortgage  or  deed  of  trust  of  the  said  Railway  Company, 
dated  December  1st,  1886,  whereby  said  Company  conveyed  to  John 
F.  Dillon  and  Henry  B.  Henson,  in  trust  for  the  holders  of  all  the 
bonds  secured  thereby,  the  entire  railways,  rolling  stock,  equipments, 
materials,  and  all  the  rights  of  way  and  track,  depots  and  shop 
grounds,  tenements  and  hereditaments,  rights  and  franchises,  as  spe- 
cified in  said  deed  of  trust. 

Upon  default  in  the  payment  of  interest  on  this  bond  for  six 
months  after  it  becomes  payable  and  has  been  demanded,  the  trus- 
tees may,  subject  to  the  provisions  of  the  said  mortgage,  declare  the 
principal  of  all  the  bonds  immediately  payable,  and  must  do  so  if  re- 
quired by  the  holders  of  one-fourth  of  such  bonds  outstanding. 

This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books  of 
said  Railway  Company,  and  after  a  registration  of  the  ownership  of 
said  bond,  certified  thereon  by  the  transfer  agent  of  said  Railway 
Company,  no  transfer  of  said  bond,  except  upon  the  transfer  book  of 
said  Company,  shall  be  valid,  unless  the  transfer  shall  be  to  bearer, 
which  transfer  to  bearer  shall  again  render  said  bond  transferable  by 
delivery,  and  said  bond  shall  continue  subject  to  successive  registra- 
tion and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each  succes- 
sive holder,  provided  the  coupons  issued  with  the  same,  and  not  due, 
are  attached  to  said  bond  when  such  registration  is  desired,  and  not 
otherwise. 

This  bond  shall  not  become  obligatory  until  the  certificate  en- 
dorsed thereon  is  signed  by  the  said  Trustees,  or  their  successor  or 
successors  in  the  trust. 

In  witness  whereof,  the  said  Taylor,  Bastrop  and  Houston  Rail- 
way Company  has  caused  this  bond  to  be  subscribed  by  its  Presi- 
dent and  Secretary,  and  its  corporate  seal  affixed  hereto,  this  first 
day  of  December,  in  the  year  one  thousand  eight  hundred  and  eighty- 
six. 

THE  TAYLOR,    BASTROP  AND  HOUSTON 

RAILWAY  COMPANY, 
By 

President. 


-Secretary. 


465 

Coupon. 

The  Taylor,  Bastrop  and  Houston  Railway  Company  will  pay  to 
the  bearer  at  its  agency  in  the  City  of  New  York,  thirty  dollars  in 
gold  coin  on  the  first  day  of  June,  18  ,  being  six  months  interest 
due  on  that  day  on  Bond  No 

Secretary. 

Trustees'  Certificate. 

It  is  hereby  certified  that  the  Taylor,  Bastrop  and  Houston  Rail- 
way Company  has  executed  to  John  F.  Dillon  and  Henry  B.  Hen- 
son,  Trustees,  a  mortgage  or  deed  of  trust,  as  described  in  the  within 
bond,  to  secure  the  same. 


Trustees. 


Now  therefore,  this  Indenture,  made  the  day  of 

1887,  by  and  between  the  Taylor,  Bastrop  and  Houston  Railway 
Company,  party  .of  the  first  part,  and  John  F.  Dillon  and  Henry  B. 
Henson,  parties  of  the  second  part,  witnesseth: 

That  in  consideration  ot  the  premises,  and  of  the  sum  of   one  dol- 
lar  to  the  party  of   the  first  part  in  hand  paid    by  the  parties  of   the 
second  part,   the  receipt  whereof  is  hereby  acknowledged,    the  said 
party  of  the  first  part,  in  order  the  more  fully  to  secure  the  paymenl 
of  the  principal  and  interest  of  the  bonds  so  as  aforesaid  issued,  and 
to  be  issued,   by  it,   and  in  order  to  bring  in  and  subject  to  the  con 
ditions  of  the  aforesaid  mortgage  the  said  branch  railway  of  the 
party  of  the  first  part  in  this  indenture,  before  described,  and  lor  the 
purpose  and  with  the  intent  of  securing  the  bonds,  in  said  mortgage, 
of  December  1st,  1886,  as  well  as  the  bonds  in  the  mortgage  herein 
before  described,  equally  and  alike  upon  the  propert)  oi  the  party  ol 
the    first   part,  with    interest    due    and  to  become    due    thereon,  hath 
granted,  bargained,  sold,  released,  conveyed  and  confirmed,  and  by 
these  presents  doth  grant,  bar-.,  in,  sell,  release,  convey  and  confirm  to 
the  said  parties  of  the  second  part,  as  trustees,  their  successor  01 
cessors  in   the   trust  created   by  said    mortgage,  all  and  singular  the 
branch  railway  of  the   said  party  of  tin-  firsl  part,  no 
and  to  be  hereafter  constructed,  extending   bom  a  point  on  its  main 
line,  in  Bastrop  county,  through   the   counties  of  Bastrop,  Caldwell 


466 

and  Hays,  to  an  intersection  with  the  International  and  Great  North- 
ern Railroad,  at  a  point  in  Hays  county,  a  distance  of  about  fifty 
miles,  together  with  all  side  tracks,  turn  outs,  rolling  stock,  equip- 
ments and  materials,  all  rights  of  way  and  tracks,  depot  and  shop 
grounds,  tenements  and  hereditaments,  rights  and  franchises. 

To  have  and  to-  hold  the  above  described  premises,  property, 
rights  franchises,  and  every  part  and  parcel  thereof,  with  the  ap- 
purtenance, unto  the  said  parties  of  the  second  part  and  their  succes- 
sors, in  trust  nevertheless,  and  for  the  equal  prorata  benefit  and  se- 
curity of  all  and  every  the  persons  or  corporations  who  may  be,  or 
may  become,  holders  of  any  of  the  bonds  issued  hereunder,  or  under 
the  mortgage  aforesaid,  of  date  first  December,  1886,  or  any  further 
supplemental  mortgage  thereto  executed  in  conformity  with  its  pro- 
visions, without  any  preference  or  priority  of  any  one  bond  over  an- 
other, or  by  reason  of  priority  in  time  of  issue  or  negotiation  thereof, 
or  otherwise,  and  for  all  of  the  uses  and  purposes  declared  and  ex- 
pressed in  the  aforesaid  mortgage,  dated  first  December,  1886,  all  of 
the  provisions  of  which  remain  in  full  force  and  effect,  the  same  as  if 
this  indenture  had  not  been  made,  and  these  two  indentures  shall  be 
read  together  and  construed  as  one  instrument. 

In  witness  whereof,  the  said  Taylor,  Bastrop  and  Houston  Rail- 
way Company  has  caused  this  instrument  to  be  subcribed  by  its 
President  and  Secretary,  and  attested  by  its  corporate  seal;  and  the 
said  trustees,  for  the  purpose  of  testifying  to  their  acceptance  of  the 
trust  hereby  created,  have  also  subscribed  their  names. 


TRINITY  AND  SABINE 


RAILWAY   COMPANY. 


The  Trinity  and  Sabine  Railway  Company  was  organ- 
ized and  incorporated  under  the  general  laws  of  the  State 
of  Texas,  by  Articles  of  Association,  acknowledged  the 
27th  of  September,  1881,  and  which  were  filed  in  tin- 
Department  of  State  September  28th,  1881. 

Under  its  charter,  it  was  em] towered  to  construct  a 
line  of  railway  from  the  town  of  Trinity,  upon  the  line  oi 
the  International  and  Great  Northern  Railroad,  in  Trin- 
ity county,  Texas,  through  the  counties  of  Trinity,  Polk 
and  Tyler,  in  an  easterly  direction,  a  distance  of  about 
seventy-five  (75)  miles,  to  a  point  on  the  Neches  river 
at  or  near  the  junction  of  the  Angelina  river. 

On  the  15th  day  of  December,  1SS1,  the  Trinity  and 
Sabine  Railway  Company  executed  and  delivered  to  the 
Mercantile  Trust  Company  a  mortgage,  conveying  the 
entire  line  of  said  Company's  railway,  built  and  to  be 
built,  and  all  other  lines  of  railway  that  should  thereafter 
be  acquired  or  constructed  by  said  Company,  under  its 
then  charter,  or  any  amend'.!  charter  that  might  there- 
after be  adopted,  together  with  all  side  tracks,  turn  outs, 
rolling   stock,    equipments,    and    materials,   all    rights  ol 


468 

way  and  tracks,  depot  and  shop  grounds,  tenements, 
hereditaments,  rights  and  franchises,  including,  and 
meaning  to  include,  all  the  property,  real  and  personal, 
then  owned  or  that  thereafter  might  be  acquired  by  the 
said  Company,  in  the  State  of  Texas,  used  fof  or  per- 
taining to  the  operation  of  said  railway. 

The  mortgage  was  executed  to  secure  a  series  of  bonds 
of  said  Company,  of  date  December  ist,  1882,  of  one 
thousand  dollars  each,  issued  twenty  to  each  mile,  all  of 
which  were  equally  secured  by  said  mortgage,  or  deed 
of  trust,  and  bearing  interest  at  the  rate  of  six  per  cent, 
per  annum,  payable  semi-annually;  bonds  payable  on 
the  1  st  day  of  January,  1902. 

By  indenture  and  contract,  made  on  the  9th  day  of 
December,  1882,  the  Trinity  and  Sabine  Railway  Com- 
pany granted  and  conveyed  to  the  Missouri,  Kansas  and 
Texas  Railway  Company  all  of  its  franchises,  corporate 
rights  and  privileges,  together  with  its  track,  road-bed, 
buildings,  rolling  stock,  engines,  tools,  bonds,  stocks, 
grants,  property,  real  and  personal,  and  every  right,  title 
and  interest  in  or  to  any  franchise  or  property,  real  or 
personal,  and  all  rights,  of  every  name  and  kind,  which 
the  said  Trinity  and  Sabine  Railway  Company  possess- 
ed. This  contract  and  conveyance  was  made  and  exe- 
cuted in  pursuance  of  a  resolution  passed  at  a  meeting 
of  the  stockholders. 

The  road  was  completed  from  Trinity  to  Colmesniel, 
its  present  terminus,  a  distance  of  66.6  miles,  in  the  lat- 
ter part  of  1883. 


ARTICLES  OF    INCORPORATION 


TRINITY    AND    SABINE     RAILWAY    COMPANY. 


Know  all  Men  by  these   Presents: 

That  we,  the  undersigned  subscribers  to  the  stock  of  the  Railway 
Company  hereinafter  designated,  being  desirous  of  forming  a  corpo- 
ration for  the  purpose  of  constructing,  owning,  maintaining  and 
operating  a  railway  pursuant  to  the  provisions  of  the  laws  of  the 
State  of  Texas,  do  hereby  adopt  the  following  articles  of  incorpora- 
tion: 

Article  i.  The  name  of  said  corporation  shall  be  the  Trinity  and 
Sabine  Railway  Company. 

Article  2.  It  is  intended  to  construct  the  proposed  railway  from 
the  town  of  Trinity,  upon  the  line  of  the  International  and  Great 
Northern  Railroad,  in  Trinity  county,  through  the  counties  of  Trinity, 
Polk  and  Tyler,  in  an  easterly  direction,  a  distance  of  about  seventy 
five  miles,  to  a  point  on  Neches  river,  at  <>r  near  the  junction  of  the 
Angelina  river. 

Articlej.     The  office  of  the  said  Railway  Company  for    transact 
ing  business,  and  at  which  a  record  of  stock  will  be  kept  and    trans 
fers   of  same   will   be   made,   will   be  located  at  Trinity,  in  Trinity 
county,  Texas. 

Article  4.     The  existence  of  said  corporation  shall  «  ommeni  e   at 
the  date  of  the  filing  of  these  articles  of  incorporation  in  the   office 
of  the  Secretary  of  State,  and  shall  continue  for  the   period    ol  fifty 
years  thereafter,  with  the  right  of  renewal  from  time  to  time,  as  pre 
scribed  by  the  laws  under  which  this  corporation  is  formed. 


47o 

Article  5.  The  amount  of  the  capital  stock  of  said  corporation 
shall  be  one  million  one  hundred  and  twenty-five  thousand  dollars, 
divided  into  eleven  thousand  two  hundred  and  fifty  shares  of  one 
hundred  dollars  each. 

Article  6.  The  Company  to  be  incorporated  is  formed  of  the 
several  persons,  names  and  residences  as  follows:  R.  S.  Hayes,  St. 
Louis,  Mo.,  H.  M.  Hoxie,  St.  Louis,  Mo.,  D.  S.  H.  Smith,  St. 
Louis,  Mo.,  Ira.  H.  Evans,  Palestine,  Texas,  N.  W.  Hunter,  Palestine, 
Texas,  John  W.  Armstrong,  Palestine,  Texas,  G.  J.  Gooch,  Palestine, 
Texas,  Allen  McCoy,  Palestine,  Texas,  George  M.  Dilley,  Palestine, 
Texas,  A.  R.   Howard,  Palestine,  Texas. 

Article  7.  The -corporate  powers  of  said  corporation  shall  be 
vested  in  a  Board  of  Directors,  consisting  of  seven.  They  shall 
elect  from  their  own  number  a  President  and  Vice-President.  The 
Board  of  Directors  shall  also  select  a  Treasurer,  Secretary  and  such 
other  subordinate  officers  as  the  corporation  may  by  its  by-laws 
designate.  The  following  named  persons  shall  constitute  the  first 
Board  of  Directors,  viz.:  Ira  H.  Evans,  Allen  McCoy,  G.  J.  Gooch, 
A.  R.  Howard,  D.  S.  H.  Smith,  H.  M.  Hoxie  and  R.  S.  Hayes. 

Article  8.  The  number  of  shares  into  which  the  capital  stock  of 
this  corporation  shall  be  divided  is  eleven  thousand  two  hundred 
and  fifty  of  one  hundred  dollars  each. 

Witness  our  hands  this day ,  188-. 

(Signed)  R.  S.  Hayes, 

H.  M.  Hoxie, 
D.  S.  H.  Smith, 
Ira  H.  Evans, 
N.  W.  Hunter, 
Jno.  W.  Armstrong, 
G.  J.  Gooch, 
Allen  McCoy, 
Geo.  M.  Dilley, 
A.  R.  Howard. 


47i 

The  State  of  Texas, 
County  of  Anderson. 

Before  me,  John  N.  Link,  a  Notary  Public  in  and  for  the  county 
and  State  aforesaid,  duly  qualified,  sworn  and  acting  in  and  for 
county,  this  day  personally  appeared  D.  S.  H.  Smith,  Ira  li.  Evans 
and  A.  R.  Howard,  each  of  whom  is  to  me  personally  known  to  be 
a  Director  named  in  the  Articles  of  Incorporation  of  the  Trinity 
and  Sabine  Railway  Company,  and  each  of  whom  on  oath  says  that 
he  is  a  Director  named  in  said  Articles  of  Incorporation,  and  that 
the  amount  of  one  thousand  dollars  for  every  mile  of  such  proposed 
road  has  been  subscribed  in  good  faith,  and  that  five  per  cent,  of 
the  amount  subscribed  has  been  actually  paid  to  the  Direi 
named  in  such  articles. 

(Signed)  D.  S.  II.   Smith, 

I  !     \     II.     K\    I 

A.   K.   I  I ■  >\\  \kn. 
Subscribed  and  sworn  to  before   me,  the  27th   da)    of  September, 
1881.     Witness  my  hand  and  notarial  seal. 

(Signed)  J.  N.  Link, 

[l.  s.]  Notary  Public  Anderson  County,  Texas. 

[CERTIFICAl  l  •  ) 

Attorni  y  General1    Office,      • 
Austin,  I  Septembei  1.  1 

This  is  to  certify  that  the  Article,  of  incorporation  of  the  Trinity 
and  Sabine  Railway  Company  were  submitted  to  me  on  the   tw 
eighth  day  of  September,  1881,  and  that  having  carefully   examined 
the  same  I  find  them  in  accordance  with  the   provisions  of  <  hapter 
one,  title  eighty-four,  of  the  Revised   Statutes  ol    1  ad  not  in 

conflict  with  the  laws  of  the  United  State,  or  of  the  State  ol    I 

^Signed)  J.    H.   Mi  Li  iry, 

["1    si  Ittorn  ral. 

[endorsi  d.] 

Articles  of  Incorporation  of  the  Trinity  and  Sal. me  Rail* 
pany.     Filed   in   the  Department  of  State,  September  18th,  1881,  at 

2.30  o'clock  p.  m. 

(Signed)  I   w   Bow* 

Se<  ite 


472 


The  State  of  Texas, 
Department  of  State. 


I,  J.  J.  Butts,  Acting  Secretary  of  State  for  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  original  char- 
ter of  the  Trinity  and  Sabine  Railway  Company,  with  the  endorse- 
ments thereon,  as  now  appears  of  record  in  this  department. 

Witness  my  official  signature,  and  the  seal  of  State  affixed,  at  the 
City  of  Austin,  this  9th  day  of  November,  A.  D.  1889. 

J.  J.  Butts, 
[l.  s.]  Acting  Secretary  of  State. 


TRINITY    AND    SABINE    RAILWAY    COMPANY. 


FIRST   MORTGAGE 

DECEMBER    15th.   1881. 


THIS  INDENTURE,  made  the  fifteenth  day  of  December, 
in  the  year  one  thousand  eight  hundred  and  eighty-one,  between 
The  Trinity  and  Sabine  Railway  Company,  a  corporation  or- 
ganized under  and  by  virtue  of  the  laws  of  the  State  of  Texas,  party 
of  the  first  part,  hereinafter  denominated  Railway  Company,  and 
The  Mercantile  Trust  Company,  party  of  the  second  part,  here- 
inafter denominated  Trustee. 

I 

Whereas,  The  said  Trinity  and  Sabine  Railway  Company,  to 
meet  the  expense  of  constructing,  completing,  and  patting  into 
operation  a  railway  in  the  State  of  Texas,  which  is  to  extend  from 
the  town  of  Trinity  upon  the  line  of  the  International  and  Great 
Northren  Railroad,  in  Trinity  county,  Texas,  through  the  COU1 
of  Trinity,  Polk,  and  Tyler,  in  an  easterly  direction  to  a  point  on  the 
Neches  river,  at  or  near  the  junction  of  the  Angelina  river,  a  dis- 
tance of  about  seventy-five  miles,  has  resolved  to  issue  and  negotiate, 
as  by  law  and  action  of  the  stockholders  they  are  duly  authorized, 
a  series    of  bonds    of  one    thousand    dollars    each,   at    the    rate    ol 

twenty  thousand  dollars  to  each  mile  of  road,    all  of  which    bear 

date  the  fifteenth  day  of  December,  in  the  year  one  thous- 
and eight  hundred  and  eighty-one,  ami  which  are  made  • 
ble  to  the  Mercantile  Trust  Company,  ol  New  York,  <>i  bearer,  on 
the  first  day  of  January,  in  the  year  one  thousand  nine  hundred  and 
two,  for  value  received,  at  its  agency  in  the  City  ol  New  York,  with 
interest  from  date  at  the  rate  of  six  per  centum  per   annum,  payable 


474 

semi-annually  on  the  first  days  of  January  and  July  in  each  year,  on 
the  presentation  and  surrender  of  the  proper  annexed  coupons,  the 
principal  and  interest  of  said  bonds  being  payable  in  gold  coin  of 
the  present  weight  and  fineness,  as  fixed  by  the  laws  of  the  United 
States  now  in  force,  and  which  bonds  are  also  exempt  from  any  in- 
come tax  that  now  is  or  hereafter  may  be  levied  or  provided  for  by 
any  law  of  the  United  States;  which  said  bonds  and  the  interest  to 
become  due  thereon,  all  are  to  be  legally  secured  by  these  presents, 
although  issued  at  different  times,  and  to  be  authenticated  by  a  cer- 
tificate to  be  signed  by  the  said  trustee,  and  are  to  be  substantially 
in  the  following   form: 

United  States  of  America. 


STATE   OF   TEXAS. 
THE  TRINITY  AND  SABINE  RAILWAY   COMPANY. 

No. $1,000. 

First  Mortgage  Sinking  Fund  Gold  Bearing  Bond,  Interest   at  Six 
per   Cent,  per  Annum,  Payable  Semi- Annually. 

The  Trinity  and  Sabine  Railway  Company,  a  corporation  or- 
ganized under  and  by  virtue  of  the  laws  of  the  State  of  Texas, 
promises  to  pay  to  the  Mercantile  Trust  Company,  or  bearer,  for 
value  received,  on  the  first  day  of  January,  in  the  year  one  thousand 
nine  hundred  and  two,  at  its  agency  in  the  City  of  New  York,  one 
thousand  dollars,  with  interest  from  said  date  at  the  rate  of  six  per 
centum  per  annum,  payable  semi-annually,  on  the  first  days  of 
January  and  July  in  each  year,  on  presentation  and  surrender  of  the 
proper  annexed  coupons;  the  principal  and  interest  of  this  bond  to 
be  paid  in  gold  coin  of  the  present  weight  and  fineness,  as  fixed  by 
the  laws  of  the  United  States  now  in  force,  without  any  diminution 
on  account  of  any  income  tax  that  hereafter  may  be  levied  or  pro- 
vided for,  under  any  law  of  the  United  States. 

This  bond  is  one  of  a  series  of  bonds  of  one  thousand  dol- 
lars each,  numbered  from  one  upwards,  issued  twenty  to  each 
mile,  all  of  which  are  equally  secured  by  a  deed  of  trust,  bearing 
date  the  fifteenth  day  of  December,  A.  D.,  eighteen  hundred  and 
eighty-one,  executed  by  said  Company  unto  the  Mercantile  Trust 
Company  of  New  York,  trustee,  conveying  all  and   singular  the  en- 


475 

tire  line  of  said  Company's  railway,  built  and  to  be  built,  beginning 
at  the  town  of  Trinity  upon  the  line  of  the  International  and  Great 
Northern  Railroad  in  Trinity  county,  Texas,  extending  through  the 
counties  of  Trinity,  Polk  and  Tyler  in  an  easterly  direction,  a  dis- 
tance of  about  seventy-five  miles,  to  a  point  on  the  Neches  river,  at 
or  near  the  junction  with  the  Angelina  river;  and  all  other  lines  of 
railway  that  may  hereafter  be  acquired  or  constructed  by  the  said 
Company,  under  its  present  charter  or  any  amended  charter  that 
may  be  hereafter  adopted,  together  with  all  the  rolling  stock,  equip- 
ments, materials,  all  rights  of  way,  and  tracks,  depots,  and  shop 
grounds,  tenements,  and  hereditaments,  rights,  and  franchises.  Upon 
default  in  the  payment  of  interest  on  this  bond  for  six  months  after 
it  becomes  payable  and  has  been  demanded,  the  trustee  may,  sub- 
ject to  the  provisions  of  the  said  mortgage,  declare  the  principal  of 
all  the  bonds  immediately  payable,  and  must  do  so  if  required  by 
the  holders  of  one-fourth  of  all  such  bonds   outstanding. 

This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books  of 
the  said  Railway  Company,  and  after  a  registration  of  the  owner- 
ship of  said  bond,  certified  thereon  by  the  transfer  agent  of  said 
Railway  Company,  no  transfer  of  said  bonds,  except  upon  the  trans- 
fer books  of  said  Company,  shall  be  valid  unless  the  transfer  shall 
be  to  bearer,  which  transfer  to  bearer  shall  again  render  said  bonds 
transferable  by  delivery,  and  said  bond  shall  continue  subject  to 
successive  registration  and  transfer  to  bearer  as  aforesaid,  at  the  op- 
tion of  each  successive  holder,  provided  the  coupons  issued  with  the 
same,  and  not  due,  are  attached  to  said  bond  when  such  registration 
is  desired,  and  not  otherwise. 

This  bond  shall  not  become  obligatory  until  the  certificate  in- 
dorsed hereon  is  signed  by  the  said  trustee  or  its  successor  in  the 
trust. 

In  witness  whereof,  the  said  Trinity  and  Sabine  Railway  Com- 
pany has  caused  this  bond  to  be  subscribed  by  its  President  and 
Secretary,  and  its  corporate  seal  affixed  thereto,  this  fifteenth  day 
oi  December,  in  the  year  eighteen  hundred  and  eighty-one. 

THE  TRINITY  AND  SABINE  RAILWAY  COMPANY, 

President. 

Secretary. 

(  )OUPON. 

The  Trinity  and  Sabine  Railway  Company  will  pay  to  the   bearer 


476 

at  its  agency  in  the  City  of  New  York,  thirty  dollars  in  gold  coin  on 
,  being  six  months  interest  due  on  that  day*  on  Bond 

No 

Secretary. 

Trustees'  Certificate. 

It  is  hereby  certified  that  the  Trinity  and  Sabine  Railway  Com- 
pany has  executed  to  the  Mercantile  Trust  Company  of  New  York, 
a  mortgage  or  deed  of  trust,  as  described  in  the  within  bond,  and 
that  no  more  of  such  bonds  have  been  certified  to  by  the  under- 
signed than  are  authorized  by  said  deed  of  trust. 

THE  MERCANTILE  TRUST   COMPANY, 
,    ,                                                                                          Trustee. 
,     '   '         ,  By ,  President. 

Now  therefore  this  Indenture  witnesseth:  That  the  said 
Trinity  and  Sabine  Railway  Company,  in  order  to  better  secure  the 
payment  ot  the  bonds  proposed  to  be  issued  by  the  said  Company, 
as  hereinbefore  set  forth,  with  the  interest  thereon,  unto  the  person 
and  persons,  body  and  bodies  politic  and  corporate,  who  may  be- 
come the  holder  and  holders  of  said  bonds,  or  any  of  them,  his,  her 
or  their  executors,  administrators,  successors  or  assigns,  and  in  con- 
sideration of  the  sum  of  one  dollar,  by  the  said  Mercantile  Trust 
Company  paid  to  the  said  Railway  Company,  at  and  before  the  sign- 
ing and  delivery  hereof,  the  receipt  whereof  being  hereby  acknowl- 
edged, has  granted,  bargained,  sold,  released,  conveyed  and  con- 
firmed, and  by  these  presents  does  hereby  grant,  bargain,  sell,  release, 
convey  and  confirm  unto  the  said  The  Mercantile  Trust  Company, 
and  to  its  successor,  or  successors  in'this  trust,  forever,  all  and  singu- 
lar the  said  Trinity  and  Sabine  Railway  Company's  railway,  built 
and  to  be  built,  beginning  at  the  town  of  Trinity,  upon  the  line  of 
the  International  and  Great  Northern  Railroad,  in  Trinity  county, 
Texas,  extending  through  the  counties  of  Trinity,  Polk  and  Tyler,  in 
an  easterly  direction,  a  distance  of  about  seventy-five  miles,  to  a 
point  on  the  Neches  river,-,  at  or  near  the  junction  with  the  Angelina 
river;  and  all  other  lines  of  railway  that  may  hereafter  be  acquired  i 
or  constructed  by  the  said(Railway  Company  under  its  present  char-, 
ter,  or  any  amended' charter  that  hereafter  may  be  adopted,  together 
with  all  side  tracks,'  turn-outs,  rolling  stock,  equipments  and  mate- 
rials; all  rights  of  way  and  tracks,  depot  and  shop  grounds,  tenements, 


477 

hereditaments,  rights  and  franchises,  including  and  meaning  to  in- 
clude all  the  property,  real  and  personal,  now  acquired  or  which 
hereafter  may  be  acquired  by  the  said  Company,  in  the  State  of 
Texas,  used  for  and  pertaining  to  the  operation  of  said  railway; 

To  have  and  to  hold  the  said  property,  things,  rights,  and  fran- 
chises hereby  conveyed,  or  intended  so  to  be,  unto  the  said  The 
Mercantile  Trust  Company  or  its  successor  or  successors,  in  trust 
for  the  owners  and  holders  of  the  said  bonds,  or  any  of  them,  subject 
to  the  terms  and  stipulations  of  said  bonds,  and  of  the  coupons 
thereto  attached,  and  subject  also  to  the  possession,  control  and 
management  of  the  Directors  of  the  said  Railway  Company,  so  long 
as  said  Company  shall  well  and  truly  perform  all  and  singular  the 
stipulations  of  said  bonds  and  the  covenants  of  this  deed; 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  said  party  of 
the  second  part  shall  be  void,  and  the  right  to  all  the  real  and  per- 
sonal property  hereby  granted  and  conveyed  shall  revert  to,  and  re- 
vest in,  the  said  Railway  Company,  its  successors  or  assigns,  in  law 
and  in  equity,  without  any  acknowledgment  of  satisfaction,  reconvey- 
ance, surrender,  re-entry  or  other  act. 

That  in  case  the  said  Railway  Company,  its  successors  or  assigns, 
shall  fail  to  pay  the  interest  on  any -of  the  said  bonds,  at  any  time 
when  the  same  shall  become  due  and  payable,  according  to  the 
tenor  thereof,  and  shall  continue  in  such  default  for  six  months  after 
such  payment  has  been  demanded  at  its  or  their  agency  in  the  City 
of  New  York,  then  and  thereupon  the  principal  of  all  the  bonds 
hereby  secured  shall  be  and  become  immediately  due  and  payable, 
provided  the  said  trustee  gives  written  notice  to-the  party  of  the 
first  part,  its  successors  or  assigns,  of  its  option  to  that  effect,  while 
such  default  continues,  which  notice  it  shall  be  bound  to  give  if  re- 
quired in  writing  to  do  so,  by  the  holders  of  twenty-five  per  centum 
of  said  bonds  then  outstanding;  and  that,  in  such  case,  or  upon  the 
principal  of  said  bonds  becoming  in  any  other  way  due  and  payable, 
and  remaining  unpaid,  in  whole  or  in  part,  after  demand  thereof,  the 
said  trustee,  or  its  successor  in  the  trust,  may,  in  its  discretion,  and 
shall,  upon  the  request  of  the  holders  of  fifty  per  centum  of  said 
bonds  then  outstanding,  with  or  without  entry  or  foreclosure,  take 
actual  possession  of  said  railroad,  and  of  all  and  singular  the  prop- 
erty, things,  and  effects  hereby  conveyed,  and  personally,  or  by  at- 
torney, manage  and  operate  the  same  and  receive  all  the  tolls,  rents, 
income,  and  profits  thereof,  until  such  time  as  the  said  bonds  and  in- 


478 

terest  thereon  are  fully  paid  or  satisfied,  and  shall  apply  the  money 
so  received  by  it,  first,  to  the  expenses  of  the  trust  hereby  executed, 
the  management  of  the  said  railroad  and  its  appurtenances,  and  the 
needful  repairs  thereof;  next,  to  the  payment  of  interest  overdue 
upon  the  said  bonds,  and  interest  upon  delayed  interest,  and  after- 
wards to  the  payment  of  the  principal  of  said  bonds.  And  the  said 
trustee,  or  its  successor  in  the  trust,  upon  becoming  entitled  to  take 
possession  of  the  railroad  and  property  aforesaid,  may,  in  its  dis- 
cretion, and  shall,  on  the  written  request  of  the  holders  of  at  least 
one-half  of  the  bonds  then  unpaid  and  outstanding,  cause  the  said 
premises  so  mortgaged,  to  be  sold  either  as  an  entirety  or  in  such 
parcels  as  it  shall  deem  necessary  or  proper,  having  due  regard  to 
the  interest  of  all  parties,  to  the  highest  bidder,  at  public  auction,  in 
the  City  of  Palestine,  giving  at  least  sixty  days'  notice  of  the  time, 
place,  and  terms  of  such  sale,  and  of  the  specific  property  to  be  sold, 
and  whether  the  same  will  be  sold  as  an  entirety  or  in  parcels,  by 
publishing  such  notice  in  two  newspapers  in  said  City  of  Palestine, 
and  in  one  or  more  newsapers  in  the  City  of  New  York,  once  in 
each  week  during  the  term  of  sixty  days,  and  that,  upon  receiving 
the  purchase  money  therefor,  the  said  trustee,  or  its  successors  in 
the  trust,  shall  execute  to  the  purchaser  or  purchasers  thereof,  a  good 
and  sufficient  deed  of  conveyance,  in  fee  simple,  which  sale  and  con- 
veyance shall  forever  be  a  bar  against  the  party  of  the  first  part,  its 
successors  and  assigns,  and  all  persons  claiming  under  them,  of  all 
right,  estate,  interest,  or  claim  in  or  to  the  premises,  property,  things, 
franchises,  privileges,  and  immunities  so  sold,  or  any  part  thereof, 
whether  the  said  trustee  is  in  possession  thereof  or  not,  and  the  re- 
ceipt of  the  said  trustee  shall  be  a  full  and  sufficient  discharge  to 
each  purchaser,  and  no  purchaser  holding  such  receipt  shall  be  lia- 
ble for  the  proper  application  of  the  purchase  money,  or  in  any  way 
bound  to  see  that  the  same  is  applied  to  the  uses  of  this  trust,  or  in 
any  manner  answerable  for  its  loss  or  misapplication,  or  bound  to 
inquire  into  the  authority  for  making  such  sale.  And  such  sale  to  a 
purchaser  in  good  faith,  shall  be  valid,  whether  said  notice  is  given 
or  not,  and  whether  default  in  payment  has  been  made  or  not. 

That  the  said  trustee  shall,  after  deducting  from  the  proceeds  of 
such  sale  the  cost  and  expenses  thereof,  and  of  the  execution  of  this 
trust,  and  all  payments  for  taxes,  assessments  and  counsel  fees,  and 
its  own  reasonable  compensation,  apply  so  much  of  the  proceeds  as 
may  be  necessary  to  the  payment  of  the  principal  and  interest  re- 
maining unpaid  upon  said  bonds  and  coupons,   together  with   inter- 


479 

est  upon  overdue  coupons  down  to  the  time  of  sale,  without  giving 
preference  to  either  principal  or  interest;  it  being  the  intention  of 
this  indenture  that  so  long  as  the  railroad  and  its  appurtenances 
shall  be  managed  by  the  trustee  or  a  receiver  as  a  going  concern, 
the  income  shall  be  applied  to  the  payment  of  interest  in  preference 
to  the  principal,  but  that,  after  a  sale  of  the  railroad  and  its  appurte- 
nances, no  such  preference  shall  be  made  in  the  distribution  of  the 
proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  trustee  or 
under  decree  of  the  Court,  the  holders  of  the  bonds  hereby  secured, 
or  any  of  them,  or  the  said  trustee  on  behalf  of  all  the  bondholders, 
shall  have  a  right  to  purchase  upon  equal  terms  with  other  persons, 
and  it  shall  be  the  duty  of  the  said  trustee,  if  so  required  in  writing, 
a  reasonable  time  before  such  sale,  by  the  holders  of  a  majority  in 
value  of  the  outstanding  bonds  secured  hereby,  and  upon  being  of- 
fered at  the  same  time  adequate  indemnity  against  all  liability  to  be 
incurred  thereby,  to  make  such  purchase  on  behalf  of  all  the  bond- 
holders, at  a  reasonable  price,  if  part  only  of  the  property  hereby 
conveyed  is  sold,  or  in  case  the  whole  property  is  sold,  at  a  price 
not  exceeding  the  whole  amount  of  principal  and  interest  due  or  ac- 
cruing upon  the  said  bonds,  together  with  the  expenses  of  the  pro- 
ceedings and  sale;  and  the  bonds  secured  by  this  mortgage  shall  be 
receivable  at  such  sale  as  cash,  for  the  amount  of  cash  which  would 
be  payble  on  such  bonds  out  of  the  proceeds  of  such  sale. 

That  in  case  of  the  purchase  of  the  said  property,  or  any  part 
thereof,  by  the  trustee,  the  same  shall  be  held  for  the  benefit  of  all 
bondholders  in  proportion  to  their  respective  interests  in  the  bonds, 
and  the  property  thus  purchased  shall  be  conveyed  to  such  persons 
or  corporations  as  may  be  designated  by  a  majority  in  value  of  the 
bondholders  present  at  a  meeting  of  the  bondholders  in  the  City  of 
New  York,  regularly  called  by  the  trustee,  upon  reasonable  public 
notice  published  in  two  newspapers  of  that  city,  provided  that  such 
conveyance  shall  be  made  on  such  terms  as  will,  in  the  judgment  of 
the  said  trustee,  secure  to  each  and  every  bondholder  his  just  pro- 
portion of  interest  in  the  property  purchased  as  aforesaid. 

That  it  is  hereby  expressly  agreed  that  in  no  case  shall  any  claim, 
benefit  or  advantage  be  taken  by  the  said  Railway  Company,  its 
successors  or  assigns,  of  any  valuation,  appraisement,  extension  or  re- 
lief laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  that  noth- 
ing herein  contained  shall  be  construed  as  limiting  the  right  of  the 
said  trustee  to  apply  to  the  courts  for  judgment    or  decree   of  fore- 


480 

closure  and  sale  under  this  indenture,  or  for  the  usual  relief  in  the 
course  of  such  proceedings;  and  the  said  trustee,  may  in  its  discre- 
tion, apply  to  any  competent  court  for  relief  by  way  of  foreclosure  or 
otherwise,  if  so  advised  by  counsel,  instead  of  taking  possession  of  or 
selling  the  said  property  when  required  to  do  so  by  bondholders. 

That  the  said  Railway  Company  shall  and  will  create  a  sinking 
fund  from  the  earnings  for  the  redemption  and  purchase  of  said 
bonds  and  each  of  them,  by  depositing  with  the  said  trustee,  from 
and  after  the  first  day  of  January,  one  thousand  eight  hundred  and 
eighty-six,  and  annually  thereafter  until  the  maturity  of  said  bonds, 
on  or  before  the  first  day  of  February  in  each  year,  a  sum  annually 
equally  to  two  per  centum  of  such  bonds  as  shall  then  be  outstand- 
ing and  unpaid,  which  said  sum  shall  be  paid  in  gold  coin  of  the 
weight  and  fineness  hereinbefore  mentioned;  and  the  said  money 
paid  into  the  sinking  fund  shall  be  invested  by  the  said  trustee  in  the 
purchase  of  said  bonds  at  the  lowest  price  at  which  the  same  con- 
veniently can  be  bought,  after  having  advertised  for  the  same  in  two 
or  more  daily  newspapers  published  in  the  City  of  New  York  for  ten 
days,  provided  said  purchase  can  be  made  at  or  below  the  price  of 
one  thousand  and  one  hundred  dollars  ($1,100)  per  bond;  but  it  is 
understood  that  in  case  sufficient  of  said  bonds  to  absorb  the  amount 
to  be  paid  into  said  sinking  fund  can  not  be  purchased,  or  are  not 
offered  to  said  trustee  at  or  below  the  price  above  mentioned,  then 
said  trustee  or  its  successor,  successors  or  assigns,  shall  within  thirty 
days  after  the  receipt  of  said  money,  invest  the  same  in  United 
States  Government  bonds,  on  the  most  favorable  terms  practicable; 
and  in  determining  what  bonds  shall  be  purchased  or  redeemed  with 
the  sinking  fund  aforesaid,  it  shall  be  the  duty  of  said  trustee  to  ac- 
cept and  pay  the  bonds  offered  to  it,  at  the  lowest  price,  within  thir- 
ty days  after  the  receipt  of  each  installment  of  said  sinking  fund; 
and  in  case  the  bonds  of  different  parties  are  offered  at  the  same 
price,  it  shall  be  the  duty  of  said  trustee  to  accept  and  pay  those 
first  offered  within  said  thirty  days,  and  the  bonds  and  coupons  so 
purchased  shall  be  cancelled,  and  a  certificate  of  the  number  and 
amounts  of  said  bonds  shall  be  immediately  furnished  by  said  trus- 
tee to  the  treasurer  of  the  said  Railway  Company. 

That  the  said  Railway  Company  may  dispose  of  the  current  net 
revenues  and  income  of  all  the  said  property  and  railway  hereby 
conveyed,  in  such  manner  as  it  shall  deem  best,  until  default  shall 
be  made  in  the  payment  of  the  interest  or  principal  of  said  bonds, 
or  of  any  one  or  more  of  them,  and  shall,  have  the  right   to   sell  and 


48 1 

dispose  of  any  of  such  real  estate  or  other  property  as  it  may  own 
or  acquire,  which  may  not  be  needed  or  required  for  the  purpose 
and  business  of  said  railway,  and  which  sale  and  conveyance  of  said 
property  shall  transfer  the  said  property  and  title  free  from  the  en- 
cumbrance of  this  mortgage  or  deed  of  trust,  and  to  change  its 
tracks  and  make  any  and  all  alterations  necessary  for  the  benefit  of 
the  same. 

That  the  bonds  secured  herein  are  to  be  issued  at  the  rate  only  of 
twenty  thousand  dollars  per  mile  of  completed  road,  as  follows: 
That  is  to  say,  one  hundred  bonds  may  be  issued  for  each  five  miles 
of  railway  as  the  same  may  be  completed,  on  the  affidavit  of  the 
Chief  Engineer  of  said  Railway  Company,  that  said  five  miles  have 
been  so  completed  and  are  ready  for  use.  And  it  is  agreed  between 
the  parties  hereto,  and  made  part  of  the  contract  with  the  holders  of 
the  bonds  secured  hereby,  that  the  trustee  herein  shall  not  be  re- 
quired to  look  beyond  the  affidavit  of  the  Chief  Engineer  as  herein 
provided,  and  shall  not  be  responsible  in  any  event  for  any  act  done 
in  pursuance  of  such  affidavit. 

That  it  is  further  mutually  agreed  by  and  between  the  parties 
hereto,  and  is  hereby  declared  to  be  a  condition  upon  which  the 
said  party  of  the  second  part,  and  its  successor  or  successors  in  the 
trust  hereby  created,  have  assented  to  these  presents  and  accepted 
this  trust,  that  the  said  trustee  and  its  successors  in  this  trust 
shall  not  in  any  manner  be  held  responsible  for  the  act  of  any 
co-trustee,  or  of  any  persons  employed  by  them,  unless  guilty  of 
culpable  negligence  in  the  selection  of  such  employes;  nor  shall  the 
trustee  be  answerable  except  and  for  its  own  willful  default,  and  in 
all  cases  the  then  trustee,  the  party  of  the  second  part,  shall  be  au- 
thorized to  pay  such  reasonable  compensation  as  it  shall  deem 
proper,  to  all  the  attorneys,  officers,  agents,  servants,  and  employes 
whom  it  may  reasonably  employ  in  the  management  of  this  trust; 
and  that  the  said  trustee  and  its  successor  or  successors  shall  have 
and  be  entitled  to  just  compensation  for  all  services  it  may  render  in 
connection  with  the  management  of  the  trust  hereby  created,  to  be 
paid  by  the  said  party  of  the  first  part,  or  out  of  the  trust  estate. 

That  the  bonds  hereinbefore  described,  and  hereby  secured,  shall 
pass  by  delivery  or  by  transfer  on  the  books  of  the  said  Railway 
Company,  and  that  after  a  registration  of  the  ownership  of  said 
bonds,  certified  thereon  by  the  transfer  agent  of  said  Railway  Com- 
pany, no  transfer  of  said  bonds,  except  upon  the  transfer  books  of 
said  Company,  shall    be  valid,  unless  the  last    transfer  shall   be  to 


482 

bearer,  which  transfer  to  bearer  shall  again  render  said  bonds  trans- 
ferable by  delivery;  and  that  said  bonds  shall  continue  subject  to 
successive  registration  and  transfer  to  bearer  as  aforesaid,  at  the  option 
of  each  successive  holder,  provided  the  coupons  issued  with  the 
same,  and  not  due,  are  attached  to  said  bonds,  when  such  registration 
is  desired,  and  not  otherwise;  and  to  this  end  the  said  Railway  Com- 
pany shall  keep  in  the  City  of  New  York  a  registration  or  transfer 
office  with  the  necessary  books,  in  which  the  registration  and  trans- 
fer of  said  bonds  may  be  made  as  above  provided. 

That  for  the  purpose  of  designating  the  rolling-stock  that  shall 
belong  to  the  line  of  railway  hereby  mortgaged,  it  is  agreed  by  and 
between  the  parties  hereto,  that  the  said  Railway  Company  will  mark, 
in  some  substantial  manner,  all  engines  and  cars  of  each  and  every 
class  purchased  by  it,  with  either  the  name  of  said  Company  or  the 
initials  of  its  name. 

That  the  Railway  Company,  its  successors  and  assigns,  further 
covenants  and  agrees  with  the  said  trustee  and  its  successors  in  the 
trust,  to  make,  execute,  and  deliver  all  such  further  deeds,  instruments, 
and  assurances  as  may  from  time  to  time  be  necessary,  and  as  the 
said  trustee,  or  its  successor  in  the  trust  may  be  advised  by  counsel 
learned  in  the  law,  to  be  necessary  for  the  better  securing  to  the 
party  of  the  second  part  and  its  successor  in  the  trust,  the  premises 
hereby  conveyed  and  for  carrying  out  the  objects  and  purposes  of 
this  indenture.  That  the  said  Railway  Company  covenants  and 
agrees  with  the  said  trustee  and  its  successor  in  the  trust,  that  it  will 
from  time  to  time  pay  all  the  expenses  of  this  trust,  including  the  com- 
pensation and  expense  of  the  transfer  agent  herein  provided  for. 

In  case  a  vacancy  shall  occur  in  this  trust  from  any  cause  whatso- 
ever, it  shall  be  lawful  for  the  said  Railway  Company,  or  any  of  the 
bondholders,  to  apply  in  writing  to  the  then  Chief  Justice  of  the 
Supreme  Court  of  the  State  of  Texas,  to  appoint  another  trustee  or 
trustees  to  supply  the  vacancy;  and  in  the  event  that  said  application 
be  made  by  any  of  the  bondholders,  then,  and  in  that  case,  notice 
of  said  application  shall  be  given  to  the  said  Railway  Company  at 
least  ten  days  before  said  vacancy  shall  be  filled;  and  the  said  Chief 
Justice  is  hereby  authorized,  upon  application  and  notice  as  afore- 
said, without  legal  proceedings,  to  appoint  one  or  two  trustees  to  fill 
the  vacancy;  and  the  trustee  or  trustees  so  appointed  shall  be  vested 
with  all  the  the  title,  powers,  duties,  and  estates  possessed  under  this 
instrument  by  the  said  Mercantile  Trust  Company  of  New  York. 

In  witness  whereof,  the  said  Trinity  and  Sabine  Railway  Com- 


483 

pany,  party  of  the  first  part,  in  pursuance  of  the  authority  conferred 
upon  it  by  law,  and  of  a  resolution  adopted  by  a  vote  of  two-thirds 
of  all  the  stockholders,  at  a  meeting  regularly  called  for  that  purpose, 
and  held  on  the  twelfth  day  of  December,  1881,  has  caused  this  in- 
denture to  be  subscribed  in  its  name  by  its  President  and  Secretary, 
and  the  corporate  seal  of  said  Company  to  be  affixed  thereto,  and 
the  party  of  the  second  part,  for  the  purpose  of  testifying  to  its  accept- 
ance of  the  trust  hereby  created,  has  also,  in  pursuance  of  a  resolution 
of  its  Board  of  Directors,  caused  this  indenture  to  be  subscribed  in 
its  name  by  its  President  and  Secretary,  and  its  corporate  seal  to  be 
affixed  hereto  the  day  and  year  last  above  written. 

THE  TRINITY  AND  SABINE  RAILWAY  CO., 
[l.  s.]  By  R.  S.  Hayes, 

President. 
Attest: 

D.  S.  H.  Smith,  Secretary. 

THE  MERCANTILE  TRUST  COMPANY, 
[l.  s.]  By  Louis  Fitzgerald,  President. 

Attest: 

H.  C.  Deming,  Secretary. 


State  of  Missouri, 
City  of  St.   Louis, 

Be  it  remembered  that  on  this  31st  day  of  January,  A.  D.  1S82, 
before  me,  the  undersigned,  a  Notary  Public  within  and  for  the  city 
and  State  aforesaid,  personally  came  R.  S.  Hayes  and  D.  S.  H. 
Smith,  who  are  personally  known  to  me  to  be  the  same  persons 
whose  names  are  subscribed  to  the  foregoing  instrument  of  writing 
as  parties  thereto,  and  said  R.  S.  Hayes,  who  is  known  to  me  to  be 
the  President  of  the  Trinity  and  Sabine  Railway  Company,  and  said 
D.  S.  H.  Smith,  who  is  known  to  me  to  be  the  Secretary  of  said  Com- 
pany, severally  acknowledged  the  same  to  be  their  free  and  volun- 
tary act,  as  such  President  and  Secretary,  for  the  purposes  therein 
mentioned,  and  as  the  free  and  voluntary  act  and  deed  of  the  said 
The  Trinity  and  Sabine  Railway  Company,  by  them,  its  President 
and  Secretary,  and  said  D.  S.  H.  Smith  declared  that  the  seal  affixed 


484 

thereto  is  the  seal  of  said  Company,  and  was  so  affixed  by   him,  its 
Secretary. 

In    testimony   whereof,    I    have  hereunto  set  my  hand  and  affixed 
my  notarial  seal,  this  31st  day  of  January,  A.  D.   1882. 

Thomas  G.  Portis, 
[l.  s.]  Notary  Public. 


State  of  New  York,  ) 

/•  SS' 

City  and  County  of  New  York,  j 

Be  it  remembered  that  on  this  28th  day  of  January,  A.  D.  1882, 
before  me,  William  H.  Clarkson,  a  Commissioner  of  Deeds  of  the 
State  of  Texas,  in  and  for  the  State  of  New  York,  residing  in  said 
City  of  New  York,  personally  appeared  Louis  Fitzgerald,  President 
of  the  Mercantile  Trust  Company  aforesaid,  and  H.  C.  Deming,  the 
Secretary  of  the  same  Company,  to  me  well  known  to  be  the  indi- 
viduals described  in,  and  who  executed  the  foregoing  instrument, 
and  they  acknowledged  to  me  that  they  executed  the  said  instrument 
bearing  date  on  the  15th  day  of  December,  A.  D.  i8Si,for  the  uses, 
purposes,  and  considerations  therein  stated,  and  that  the  same  is 
their  act  and  deed  as  the  President  and  Secretary  of  the  said  Com- 
pany, and  the  act  and  deed  of  the  said  Company. 

And  the  said  Louis  Fitzgerald  and  H.  C.  Deming  being  by  me  first 
duly  sworn,  they  did  depose  and  say,  that  he,  the  said  Louis  Fitz- 
gerald, was  the  President  of  the  said  Mercantile  Trust  Company; 
that  he,  the  said  H.  C.  Deming,  was  the  Secretary  of  the  same  Com- 
pany; that  the  seal  affixed  to  the  foregoing  instrument  was  the  cor- 
porate seal  of  said  Company;  that  it  was  affixed  thereto  by  order  of 
the  Board  of  Trustees  of  said  Company,  and  that  they  signed  their 
names  thereto,  by  the  like  order,  as  the  President  and  Secretary  of 
said  Company,  respectively. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  28th  day  of  January,  A.  D.  1882. 

William  H.  Clarkson, 
[l.  s.]  Commissioner  for  Texas  in  New  York, 

117  Broadway,  N.  Y.  City. 


THE  TRINITY  AND  SABINE   RAILWAY  COMPANY 


TO 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 


CONTRACT  OF  SALE. 


THIS  INDENTURE  AND  CONTRA  CT,  made  on  the  ninth 
day  of  December,  in  the  year  of  our  Lord,  one  thousand  eight  hun- 
dred and  eighty-two,  by  and  between  the  Trinity  and  Sabine  Rail- 
way Company,  a  corporation  by  and  under  the  laws  of  the  State  of 
Texas,  party  of  the  first  part,  and  the  Missouri,  Kansas  and  Texas 
Railway  Company,  a  corporation  created  under  the  laws  of  the 
State  of  Kansas  and  Missouri,  and  having  corporate  rights  and  fran- 
chises under  the  laws  of  Texas. 

WITNESSETH: 

That  the  said  party  of  the  first  part,  for  and  in  consideration  of 
the  sum  of  one  hundred  dollars,  lawful  money  of  the  United  States, 
to  it  in  hand  paid,  at  and  before  the  ensealing  and  delivery  of  these 
presents,  the  receipt  whereof  is  hereby  acknowledged,  and  for  other 
and  further  lawful  considerations,  hath  merged  itself  into  the  party 
of  the  second  part  under  its  own  proper  and  corporate  name  of  the 
"Missouri,  Kansas  and  Texas  Railway  Company,"  on  the  terms  and 
conditions  herein  and  hereby  agreed  upon,  by  granting,  bargaining, 
selling,  aliening,  remising,  assigning,  transferring,  conveying  and  con- 
firming unto  the  party  of  the  second  part,   its  successors  or  assigns, 


486 

all  the  franchises,  corporate  rights  and  privileges  of  the  said  party  of 
the  first  part,  together  with  its  track,  road-bed,  buildings,  rolling 
stock,  engines,  tools,  bonds,  stocks,  grants,  privileges,  property,  real 
personal,  and  every  right,  title  and  interest  in  or  to  any  franchise  or 
property,  real  or  personal,  and  all  rights  of  every  name  and  kind 
which  the  party  of  the  first  part  possesses,  or  in  which  the  party  of 
the  first  part  has  any  right,  privilege  or  interest,  situated  and  being 
in  the  State  of  Texas  or  elsewhere,  the  object  and  intent  of  this  con- 
tract, conveyance  and  agreement  being  to  so  merge  the  rights,  pow- 
ers and  privileges  of  the  party  of  the  first  part  into  the  party  of  .the  sec- 
ond part,  as  that  the  party  of  the  second  part,  under  its  own  charter, 
corporate  name  and  organization,  shall,  without  impairing  any  existing 
right,  exercise  in  addition  thereto,  all  the  powers,  rights,  privileges 
and  franchises,  and  own  and  control  all  the  properties  that  the  party 
of  the  first  part  now  exercises,  or  owns,  or  by  its  charter,  or  the  laws 
it  has  the  right  to  exercise,  own  or  control.  Provided,  however,  that 
the  franchises  of  the  party  of  the  first  part,  to  be  and  remain  a  cor- 
poration until  such  time  as  may  be  hereafter  agreed  upon  for  its 
dissolution,  shall  not  De  impaired  or  infringed  upon  by  anything  con- 
tained in  this  contract;  and  provided  also,  that  nothing  in  this  con- 
tract contained  is  intended  to  or  shall  impair  any  legally  existing 
contract,  by  mortgage  or  otherwise,  of  the  party  of  the  first  part,  and 
especially  the  mortgage  made  and  executed  to  the  Mercantile  Trust 
Company,  as  trustee,  to  secure  an  issue  of  seven  hundred  and  sixty 
bonds,  all  of  which  are  in  the  treasury  of  said  party  of  the  first  part, 
and  are  to  be  surrendered  and  cancelled  simultaneously  with  the 
payment  of  the  consideration  for  this  conveyance;  and  said  party  of 
the  second  part  is  to  perform  and  fulfil  all  their  charter  obligations,  of 
the  party  of  the  first  part,  to  the  State  of  Texas  and  the  public. 
And  the  further  consideration  is,  that  the  said  party  of  the  second 
part  sells  and  delivers  to  H.  B.  Henson,  as  trustee  for  the  party  of 
the  first  part,  twenty  thousand  dollars  ($20,000)  in  the  capital  stock 
of  the  party  of  the  second  part,  and  twenty  thousand  dollars  of  its 
bonds  for  each  mile  of  the  completed  road  of  the  party  of  the  first 
part,  between  Trinity  and  the  Neches  river,  which  stock  is  to  be  de- 
livered to  the  stockholders  of  the  party  of  the  first  part  in  exchange 
for  a  like  amount  of  the  capital  stock  of  said  party  of  the  first  part, 
duly  assigned  to  H.  B.  Henson,  as  trustee  for  the  party  of  the  second 
part,  which  stock  of  the  party  of  the  first  part  shall  not  be  cancelled, 
but  shall  be  held  by  the  said  H.  B.  Henson,  as  trustee  for  the  party 
of  the  second  part  hereto,  for  the  purpose  of  preserving  to  the  party 


487 

of  the  second  part  hereto  all  of  the  rights  pertaining  thereto  until 
otherwise  provided  by  authorized  corporate  action.  And  the  said 
twenty  thousand  dollars  per  mile  of  the  general  consolidated  bonds, 
to  be  paid  by  the  party  of  the  second  part,  shall  be  applied  first  to 
the  extinguishment  of  the  outstanding  mortgage  bonds  of  the  party 
of  the  first  part,  and  other  obligations  for  construction  and  equip- 
ment. 

The  corporate  existence  of  the  party  of  first  part  shall  be  main- 
tained, and  its  power  to  carry  out  all  existing  contracts  remains  un- 
impaired. 

This  conveyance  is  duly  authorized  by  the  corporate  action  of  the 
party  of  the  first  part. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  these 
presents  to  be  executed  by  its  President,  and  attested  by  it  corporate 
seal  this  ninth  day  of  December,  1882. 

THE  TRINITY  AND  SABINE  RAILWAY  COMPANY, 

[l.  s.]  By  R.  S.  Hayes,  President. 

Attest: 

D.  S.  H.  Smith,  Secretary. 


State  of  Missouri, 
City  of  St.  Louis. 

Before  me,  Thomas  G.  Paites,  a  Notary  Public  within  and  for  said 
city  and  State,  on  this  day  personally  appeared  R.  S.  Hayes,  Presi- 
dent of  the  Trinity  and  Sabine  Railway  Company,  known  to  me  to 
be  the  person  whose  name  is  subscribed  to  the  foregoing  instrument, 
and  acknowledged  to  me  that  he  executed  the  same  as  such  Presi- 
dent for  the  purposes  and  condition  therein  expressed. 

Given  under  my  hand  and  seal  of  office  this  9th  day  of  December, 

A.  D.  1882. 

Thomas  G.  Paites, 

[l.  s.]  Notary  Public. 

Filed  for   Record   the   first  day   of  February,   A.  I).  1883,   at    10 

o'clock  a.  m. 

J.  K.  P.  Storks, 

Clerk  C.  C.  T.  C.  Texas. 


488 

The  State  of  Texas,  ) 
County  of  Trinity,      f 

I,  T.  H.  Stout,  County  Clerk  within  and  for  Trinity  county,  Texas, 
do  hereby  certify  that  the  above  and  foregoing  instrument  of  writing 
is  a  true  and  correct  copy  of  the  original  instrument  from  the  Trini- 
ty and  Sabine  Railway  Company  to  Missouri,  Kansas  and  Texas 
Railway  Company,  on  record  in  my  office,  in  Book  T,  pages  320, 
321  and  322. 

In  testimony  whereof,  I  hereto  set  my  hand  and  seal  of  office,  in 
the  town  of  Groveton,  this  the  20th  day  of  September,  A.  D.  1889. 

T.  H.  Stout, 
[l.  s.]  County  Clerk  Trinity  County,  Texas. 

By  E.  B.  Bond,  Deputy. 


Gainesville,  Henrietta  and  Western 


RAILWAY   COMPANY 


The  Gainesville,  Henrietta  and  Western  Railway  Com- 
pany was  organized  under  the  general  laws  of  the  State 
of  Texas,  by  Articles  of  Association,  dated  June  7th, 
1 886,  which  were  filed  in  the  office  of  the  Department 
of  State  on  the  23d  day  of  July,   1886. 

Under  its  charter  it  was  authorized  to  construct,  main- 
tain and  operate  a  railway  and  telegraph  line  from  Gaines- 
ville, in  Cooke  county,  Texas,  in  a  westerly  direction, 
through  that  county,  and  the  counties  of  Montague, 
Clay  and  Archer,  to  a  point  at  or  near  the  centre  of 
Baylor  county,  Texas,  a  distance  of  about  130  miles. 

Under  this  charter  there  was  constructed  the  line  of 
railway  from  Gainesville  to  Henrietta. 

On  the  2d  of  November,  1886,  the  Board  of  Directors 
of  said  Railway  Company  passed  resolutions  authoriz- 
ing the  proper  executive  officers  of  said  Railway  Corn- 
pan)'  to  execute  bonds,  to  the  extent  of  twenty  thou- 
sand dollars  per  mile,  on  the  entire  length  of  its  railway, 
built  and  to  be  built,  said  bonds  to  be  issued  only  on 
the  railway  to  be  built,  to  bear  date  December  1st,   1886, 


49Q 

payable  to  bearer,  for  one  thousand  dollars,  in  gold  coin, 
each,  bearing  interest  at  the  rate  of  six  per  cent,  per  an- 
num, payable  semi-annually. 

It  was  also  resolved  that  said  executive  officers  be 
authorized  and  empowered  to  execute  a  mortgage,  or 
deed  of  trust,  to  John  F.  Dillon  and  Henry  B.  Henson, 
trustees,  conveying  the  Company's  franchises,  railway, 
rolling  stock,  equipments,  etc.,  to  secure  the  payment  of 
said  bonds.  At  this  meeting  a  resolution  was  passed 
convening  a  special  meeting  of  the  stockholders,  on  the 
13th  of  January,  1887,  "  to  authorize,  ratify,  approve  and 
confirm  the  foregoing  action  of  the  Board  of  Directors, 
in  relation  to  the  issuance  of  bonds  and  the  making-  of 
said  mortgage." 

At  this  meeting  of  the  Directors  a  resolution  was 
passed,  increasing  the  capital  stock  of  the  Company 
from  fifteen  thousand  dollars  per  mile  to  twenty  thous- 
and dollars  per  mile,  which  said  resolution  reads  as  fol- 
lows: "Whereas,  this  Company  has  commenced  the 
"construction  of  its  railway  from  Gainesville  west,  and 
"finds  its  capital  stock,  as  limited  by  its  charter,  insuf- 
"  ficient  for  the  construction,  completion,  equipment  and 
"operation  of  said  railway,  therefore 

"  Resolved,  That,  in  the  opinion  of  the  Board  of  Direc- 
"  tors,  that  said  capital  stock  should  be  increased  five 
"  thousand  dollars  per  mile,  to  twenty  thousand  dollars 
"per  mile,  as  now  limited." 

At  a  meeting  of  the  Board  of  Directors  of  said  Com- 
pany, held  on  the  10th  day  of  November,  1886,  the  fol- 
lowing resolution  was  passed: 

Resolved,  That  the  proper  executive  officers  of  this  Company  be, 
and  they  are  hereby  authorized  to  grant,  bargain,  sell,  and  con- 
vey all  the  franchises  and  corporate  rights  and  privileges  of  the 
Gainesville,  Henrietta  and  Western  Railway  Company,  together  with 


491 

all  its  tracks,  road-bed,  railway,  buildings,  rolling  stock,  engines, 
tools,  bonds,  stocks,  grants,  privileges,  property,  real  and  personal, 
and  every  right,  title  and  interest  in  and  to  any  franchises,  real  or 
personal,  and  all  rights  of  every  name  and  kind  which  the  Gaines- 
ville, Henrietta  and  Western  Railway  Company  possesses,  or  in 
which  it  has  any  right,  privilege  or  interest,  situated  and  being  in  the 
State  of  Texas  or  elsewhere,  for  and  in  consideration  of  the  sum  of 
one  hundred  dollars,  and  the  further  consideration  that  the  said  Mis- 
souri, Kansas  and  Texas  Railway  Company  shall  perform  and  fulfil 
all  the  charter  obligations  of  the  Gainesville,  Henrietta  and  Western 
Railway  Company  to  the  State  of  Texas,  and  to  the  public. 

The  said  conveyance  shall  provide  that  the  corporate  franchises 
of  this  Company,  to  remain  a  corporation  until  such  time  as  may  be 
•hereafter  agreed  upon  for  its  dissolution,  shall  not  be  impaired  or  in- 
fringed by  said  contract,  nor  shall  said  contract  impair  any  legally 
existing  contract,  by  mortgage  or  otherwise,  of  this  Company,  and 
especially  the  mortgage  authorized  to  be  made  and  executed  on  No- 
vember 2d,  1886,  to  John  F.  Dillon  and  Henry  B.  Henson,  trustees, 
dated  the  first  day  of  December,  1886,  to  secure  bonds,  to  be  issued 
from  time  to  time,  according  to  its  terms  and  provisions;  and  to 
this  end  and  purpose  the  President  of  this  Company,  or  in  his  ab- 
sence, the  Vice  President,  is  hereby  authorized  and  instructed  to 
make,  execute  and  deliver  to  the  said  Missouri,  Kansas  and  Texas 
Railway  Company  a  contract  and  conveyance,  in  form  and  substance 
as  follows: 

At  a  meeting  of  the  Board  of  Directors,  held  on  the 
13th  of  January,  1887,  the  Vice  President  made  the  fol- 
lowing report: 

To  the  Board  of  Directors  of  the  Gainesville^   Henrietta  &  Western 
Railway  Company: 

Since  the  last  meeting  of  this  board,  the  President  of  the  Company, 
H.  M.  Hoxie, has  died,  and  I  suggesl  another  President  be  elected  at 
this  meeting. 

At  the  first  meeting  of  the  Hoard,  the  P/esident  was  authorized  to 
contract,  as  early  as  practicable,  for  the  construction  of  the  road  from 
Greenville  to  Henrietta.  finding  that  he  could  contract  th( 
struction  of  the  entire  line  upon  terms  which  he  deemed  to  the  in- 
terest of  the  Company,  he  did  so;  but  because  of  Ids  severe  and  con- 
tinued  illness,  which  rendered  him  wholl\  incapable  of  attending   to 


■     492 

business,  the  contract  was  not  signed  by  the  parties.  The  contractor, 
however,  entered  upon  the  construction  under  said  agreement,  and 
the  work  has  so  far  progressed  as  that  it  is  now  expected  to  have  the 
first  fifty  miles  west  of  Gainesville  completed  by  the  fifth  of  February 
next. 

The  contract  was  made  with  Guy  Phillips,  of  New  York,  and  under 
it  the  work  has  been  prosecuted. 

It  is  made  Exhibit  "A"  to  this  report.  I  respectfully  recommend 
that  the  Board  ratify  and  approve  said  contract,  and  authorize  the 
President  to  sign,  seal  and  deliver  it  to  the  contractor,  as  the  con- 
tract of  the  company. 

I  have  further  to  report  that  the  Engineer  in  charge  reports  the 
first  five  miles  of  the  road,  west  from  Gainesville,  completed  on  the 
30th  of  December,  and  the  next  five  miles  on  the  6th  of  this  month, 
making  ten  miles  reported  as  completed.  His  certificates,  properly 
verified,  are  herewith  exhibited.  This  entitles  the  contractor  to 
twenty  thousand  dollars  a  mile  in  the  first  mortgage  bonds  of  the 
Company,  and  ten  thousand  dollars  a  mile  in  full  paid  stock  of  said 
Company,  under  his  contract. 

It  is  understood  that  Guy  Phillips  requests  that  of  the  capital  stock 
now  due  him,  for  the  first  ten  miles,  the  Board  will  issue  to  the  follow- 
ing subscribers  to  stock,  in  evidence  of  payment  of  their  subscription, 
say  to  N.  W.  Hunter,  10  shares,  $1,000. go;  Jas.  A.  Baker,  20  shares, 
$2,000.00;  G.  J.  Gooch,  10  shares,  $1,000.00;  R.  C.  Foster,  5  shares, 
$500.00;  Sam  Hanna,  5  shares,  $500.00;  J.  M.  Lindsay,  5  shares, 
$500.00;  F.  M.  Dougherty,  5  shares,  $500.00;  H.  A.  Lewis,  5  shares, 
$500.00;  D.  S.  H.  Smith,  5  shares,  $500.00;  J.  Herrin  5  shares, 
$500.00;  Wm.  Kerrigan,  25  shares,  $22,500.00; 

I  therefore  suggest  that  the  Secretary  be  authorized  and  instructed 
to  issue  and  deliver  to  Guy  Phillips  two  hundred  of  the  company's 
First  Mortgage  bonds  and  the  stock  as  above  in  full  payment  for 
materials  and  construction  of  said  ten  miles  of  road. 

Jas.  A.  Baker, 

Vice  President. 

On  motion,  the  report  was  received  and  adopted,  and 
ordered  to  be  copied  in  the  minutes  of  the  meeting. 

At  this  meeting  a  resolution  was  passed,  approving, 
ratifying  and  confirming  the  contract  for  construction, 
as    reported   by  the    Vice  President,    and   the  President 


493 

was  instructed  to  sign  and  deliver  as  the  contract  of  the 
of  the  Company. 

The  following  resolution  was  also  passed: 

Resolved,  That  the  Chief  Engineer,  B.  S.  Wathen,  having  reported 
the  first  ten  miles  of  the  company's  road,  west  form  Gainesville,  com- 
pleted, that  the  same  is  accepted. 

And  further,  that  the  Secretary  is  instructed  to  issue  and  deliver  to 
Guy  Phillips,  the  contractor,  in  full  payment  for  material  and  con- 
struction of  said  ten  miles,  two  hundred  of  the  Company's  first  mort- 
gage bonds,  numbered  one  to  two  hundred  inclusive;  and  of  the  capital 
stock  of  this  Company,  full  paid,  he  will  issue  and  deliver  as  follows: 
to  Guy  Phillips,  900  shares,  making  $90,000;  to  Wm.  Kerrigan,  25 
shares,  making  $2,500;  N.  W.  Hunter,  10  shares,  making  $1,000;  Jas. 
A.  Baker,  20  shares,  making  $2,000;  G.  J.  Gooch,  10  shares,  making 
$1,000;  R.  C.  Foster,  5  shares,  making  $500;  Sam  Hanna,  5  shares, 
making  $500;  J.  M.  Lindsay,  5  shares,  making  $500;  F.  M.  Dough- 
erty, 5  shares,  making  $500;  H.  A.  Lewis,  5  shares,  making  $500; 
D.  S.  H.  Smith,  5  shares,  making  $500;  J.  Herrin,  5  shares,  making 
$500;  total,  1000  shares,  making  $100,000. 

At  a  meeting  of  the  stockholders  of  said  Railway 
Company,  held  on  the  13th  of  January,  1887,  by  resolu- 
tion, the  action  of  the  Board  of  Directors,  of  November 
2d,  1886,  increasing  the  capital  stock  of  the  Company 
five  thousand  dollars  per  mile,  was  approved,  ratified 
and  confirmed.  At  this  meeting  a  resolution  was  unan- 
imously adopted,  reciting  the  action  of  the  Board  of  Di- 
rectors, on  November  2d,  1886,  authorizing  the  execu- 
tive officers  of  the  Company  to  execute  bonds  of  the 
Company,  to  the  extent  of  twenty  thousand  dollars  per 
mile,  and  also  to  execute  a  mortgage,  or  trust  deed,  to 
John  F.  Dillon  and  Henry  B.  Henson,  trustees,  to  secure 
the  payment  of  said  bonds,  and  also  reciting  that,  in  pur- 
suance of  said  resolutions,  the  executive  officers  of  the 
Company  had  executed  the  bonds  of  the  Company,  and 
had  executed  and  delivered  to  said  Dillon  and  Henson, 
as  trustees,  a  trust  deed,    conveying  the  Company's  rail- 


494 

way  and  property,  (reciting  the  mortgage  in  full),  ap- 
proving the  action  of  the  Board  of  Directors,  in  ordering 
the  making  of  said  bonds  and  trust  deed,  and  the  acts  of 
the  executive  officers  in  signing  and  delivering  the  same, 
and  adopted  said  acts  as  the  acts  of  the  stockholders, 
and  declaring  that  they  were  made  as  valid  and  binding 
in  all  things,  as  if  the  same  had  been  originally  done  by 
resolution  of  the  stockholders. 

At  this  same  meeting  a  resolution  was  unanimously 
adopted,  approving  and  ratifying  the  action  of  the  Board 
of  Directors,  on  the  ioth  of  November,  1886,  which  au- 
thorized the  executive  officers  of  the  Company  to  con- 
vey all  the  property  and  franchises  of  the  Company  to 
the  Missouri,  Kansas  and  Texas  Railway  Company,  and 
the  executive  officers  of  the  Company  were  authorized 
and  instructed  to  execute  and  deliver  said  deed. 

At  a  meeting  of  the  Board  of  Directors,  held  March 
30,  1887,  the  Chief  Engineer  made  a  report  that  sixty- 
five  miles  of  the  track,  west  from  Gainesville,  had  been 
completed  on  March  1 8th,  1887;  of  this  the  first  ten 
miles  were  completed  on  January  6th,  1887,  which  ten 
miles  were  accepted  by  the  Company,  January  13th,  1887, 
and  payment  therefor  ordered  as  agreed  on  contract  for 
construction. 

A  resolution  was  passed  as  follows:  "Resolved,  That 
"  this  Company  accept  the  fifty-five  miles  of  track,  now 
"  completed,  according  to  the  certificate  of  the  Chief 
"  Engineer,  which  fifty-five  miles  is  next  in  extension 
"  west  from  the  first  ten  miles  next  to  and  west  of  Gaines- 
ville; and  in  payment  therefor,  the  Secretary  is  hereby 
"  authorized  to  issue  and  deliver  to  Guy  Phillips,  the 
"contractor,  1100  of  the  first  mor.tgage  bonds  of  this 
"Company  numbered  from  201  to  1300,  inclusive,  and  a 
"  certificate  for  5500  shares  of  the  full  paid  capital  stock 


495 

"of  this  Company,  in    full  payment   under  his   contract 
"  for  the  work." 

At  a  meeting  of  the  Directors,  held  May  ioth,  1887,  the 
President  made  report,  presenting  the  certificate  of  B.  S. 
Wathen,  Chief  Engineer,  showing  that  seventy  miles  of 
the  road  were  completed  on  April  30th,  1887,  the  west- 
ern terminus  being  a  short  distance  west  of  the  point  at 
which  the  railway  of  the  Company  crosses  the  Fort 
Worth  and  Denver  Railroad' at  Henrietta. 

A  resolution  was  passed  accepting  the  last  five  miles 
of  the  road,  and  authorizing  the  Secretary  to  issue  and 
deliver  to  Guy  Phillips,  the  contractor,  one  hundred  of 
the  Company's  first  mortgage  Bonds,  numbered  from 
1 301  to  1400,  inclusive,  and  a  certificate  for  500  shares 
of  the  fully  paid  capital  stock  in  full  payment  for  said  five 
miles  under  his  contract  for  construction.  A  statement 
was  presented  to  the  meeting,  showing-  that  with  this 
five  miles,  seventy  miles  of  road  had  been  completed, 
and  that  there  had  been  a  total  of  bonds  and  stock 
authorized  to  be  issued  as  follows: 

IN    BONDS. 

For  first  ten  miles  200,  from  No.  1  to  200. 
F"or  next  fifty-five  miles  1 100,  from  No.  201  to  1300. 
For  next  five  miles  100,  from  No.  1301  to  1400,  inclu- 
sive. 

IN    STOCK. 

For  first  ten  miles,  1000  shares. 
For  next  fifty-five  miles,  5500  shares. 
For  next  five  miles,  500  shares. 
Total,  7000  shares. 


ARTICLES  OF  INCORPORATION 

OF    THE 

Gainesville,  Henrietta  and  Western 

RAILWAY     COMPANY. 


Know  all  Men  by  these  Presents: 

That  we,-  the  undersigned  subscribers  to  the  capital  stock  of  the 
Railway  Company  hereinafter  designated  and  named,  desiring  to 
form  ourselves  into  a  corporation  for  the  purpose  of  constructing, 
owning,  maintaining  and  operating  a  railway  and  telegraph  line,  pur- 
suant to  the  laws  of  the  State  of  Texas,  do  hereby  adopt  the  follow- 
ing Articles  of  Incorporation: 

Article  i.  The  name  of  said  corporation  shall  be  "The  Gaines- 
ville, Henrietta  and  Western  Railway  Company." 

Article  2.  It  is  intended  to  construct  said  railway  and  telegraph 
line  from  Gainesville,  in  Cook  county,  Texas,  in  a  westerly  direction 
through  that  county  and  the  counties  of  Montague,  Clay  and  Archer, 
to  a  point  at  or  near  the  center  of  Baylor  county,  Texas,  a  distance 
of  about  one  hundred  and  thirty  miles. 

Article  j.  The  principal  business  office  of  said  railway  corpora- 
tion shall  be  established  and  maintained  at  Gainesville,  in  Cooke 
county,  Texas. 

Article  4.     Said  corporation    shall    commence  from   the  date  at 

which  the  Articles  shall  be  filed  and  recorded  in  the  office  of  the 

Secretary    of  State  for    the  State   of  Texas,  and  shall  continue  fifty 
years. 


497 

Article  j.  The  capital  stock  of  said  corporation  shall  be  one 
million  nine  hundred  and  fifty  thousand  dollars,  divided  into  nine- 
teen thousand  five  hundred  shares  of  one  hundred  dollars  each. 

Article  6.  The  names  and  places  of  residence  of  the  several  per- 
sons forming  this  association  for  incorporation,  are  as  follows:  R. 
C.  Foster,  of  Denison,  Texas;  Sam  Hanna,  of  Denison,  Texas;  F. 
M.  Daugherty,  of  Gainesville,  Texas;  J.  M.  Lindsay,  of  Gainesville, 
Texas;  J.  W.  F.  Gray,  of  Henrietta,  Texas;  H.  A.  Lewis,  of  Henri- 
etta, Texas;  N.  W.  Hunter,  of  Palestine,  Texas;  J.  Herrin,  of  Pales- 
tine, Texas;  G.  J.  Gooch,  of  Houston,  Texas;  James  A.  Baker,  of 
Houston,  Texas;  D.  S.  H.  Smith,  of  St.  Louis,  Mo.;  W.  Kerrigan,  of 
St.  Louis,  Mo.;  H.  M.  Hoxie,  of  St.  Louis,  Mo. 

Article  7.  The  government  of  said  incorporation  and  the  man- 
agement of  its  affairs  shall  be  vested  in  a  Board  of  Directors,  con- 
sisting of  nine  of  its  stockholders,  and  the  names  of  the  members 
of  the  first  Board  of  Directors  «.nd  the  place  of  their  residence  are 
as  follows:  J.  W.  T.  Gray,  of  Henrietta,  Texas;  H.  A.  Lewis,  of 
Henrietta,  Texas;  G.  J.  Gooch,  of  Houston,  Texas;  H.  M.  Hoxie,  of 
St.  Louis,  Mo.;  D.  S.  H.  Smith,  of  St.  Louis,  Mo.;  J.  Herrin,  of 
Palestine,  Texas;  N.  W.  Hunter,  of  Palestine,  Texas;  F.  M.  Daugherty, 
of  Gainesville,  Texas;  J.  M.  Lindsay,  of  Gainesville,  Texas. 

Witness  our  hands,  this  7th  day  of  June,  1886. 

Jas.  A.  Baker, 
N.  W.  Hunter, 
G.  J.  Gooch, 
R.  C.  Foster, 
Sam  Hanna, 
J.  M.  Lindsay, 
F.  M.  Daugherty, 
J.  W.  T.  Gray, 
H.  A.  Lewis, 
D.  S.  H.  Smith. 
\V\i.   K.ERRIGAN, 
J.  Herrin, 
H.  M.  Hoxie. 


498 

State  of  Texas,  ") 
County  of  Harris.  ) 

Before  me,  Garrett  Hardcastle,  a  Notary  Public  in  and  for  the 
county  and  State  aforesaid,  duly  commissioned,  sworn  and  acting, 
this  day  personally  appeared  J.  Herrin,  G.  J.  Gooch  and  N.  W. 
Hunter,  each  of  whom  is  known  to  me  to  be  a  Director  named  in 
the  Articles  of  Incorporation  of  the  Gainesville,  Henrietta  and 
Western  Railway  Company,  and  which  Articles  are  hereto  prefixed 
for  certainty  of  identity,  and  being  by  me  duly  sworn,  each  of  them 
says  on  oath  that  he  is  a  Director  named  in  said  Articles  of  Incor- 
poration, and  that  stock  to  the  amount  of  one  thousand  dollars  for 
every  mile  of  said  road  so  intended  to  be  built,  has  in  good  faith 
been  subscribed,  and  five  per  cent,  of  the  amount  subscribed  has 
been  paid  in  to  the  Directors  named  in  the  said  Articles  of  Incor- 
poration. 

J.  Herrin, 
G.  J.  Gooch, 
N.  W.  Hunter. 

Subscribed  and  sworn  to  before  me,  this  21st  day  of  July,  1886. 
Witness  my  signature  and  notarial  seal  at  Houston. 

Garrett  Hardcastle, 
[l.  s.]  Notary  Public,  Harris  County,  Texas. 


State  of  Texas,  1 

Attorney  General's  Office,      > 

Austin,  July  23,  1886.  ) 

[certificate.] 

This  is  to  certify  that  the  original  Articles  of  Incorporation  of  the 
Gainesville,  Henrietta  and  Western  Railway  Company  were  sub- 
mitted to  me  on  the  twenty-third  day  of  July,  1886,  and  that  having 
carefully  examined  the  same  I  find  them  in  accordance  with  the  pro- 
visions of  chapter  one,  title  eighty-four,  of  the  Revised  Statutes  ot 
Texas,  and  not  in  conflict  with  the  laws  of  the  United  States  or  of 
the  State  of  Texas. 

As  witness  my  hand  and  the  seal  of  said  office. 

John  D.  Templeton, 
[l.  s.]  Attorney   General. 


499 


The  State  of  Texas, 
Department  of  State 


.} 


I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  original  charter  of  the  Gainesville, 
Henrietta  and  Western  Railway  Company  was  this  day  filed  for 
record  in  this  department,  and  the  same,  with  endorsements  thereon, 
is  now  of  record  on  pages  257  to  260,  Book  "  B,"  of  Railroad  Char- 
ters. 

Witness  my  official  signature  and  the  seal  of  State  affixed,  at  the 
City  of  Austin,  this  23rd  day  of  July,  A.  D.  1886. 

J.  W.  Baines, 
[l.  s.]  Secretary  of  State. 


THE  GAINESVILLE,  HENRIETTA  AND  WESTERN 
RAILWAY  COMPANY. 


■«■  <»>  ■>■ 


FIRST   MORTGAGE, 


THIS  INDENTURE,  made  the  first  day  of  December,  in  the 
year  one  thousand  eight  hundred  and  eighty-six,  between  The 
Gainesville,  Henrietta  and  Western  Railway  Company,  a  cor- 
poration organized  under  and  by  virtue  of  the  laws  of  the  State  of 
Texas,  party  of  the  first  part,  hereinafter  denominated  "  Railway 
Company,"  and  John  F.  Dillon  and  Henry  B.  Henson,  parties  of 
the  second  part,  hereinafter  denominated  "  Trustees." 

Whereas,  The  Gainesville,  Henrietta  and  Western  Railway  Com- 
pany, to  meet  the  expense  of  constructing,  completing  and  putting 
into  operation  a  railway  in  the  State  of  Texas,  which  is  to  extend 
from  the  town  of  Gainesville,  in  Cooke  county,  Texas,  in  a  westerly 
direction  through  the  counties  of  Cooke,  Montague,  Clay  and  Archer, 
to  a  point  at  or  near  the  center  of  Baylor  county,  Texas,  have  re- 
solved to  issue  and  negotiate,  as  by  law  they  are  duly  authorized,  a 
series  of  bonds  of  one  thousand  dollars  each,  at  the  rate  of  twenty 
thousand  dollars  for  each  mile  of  road,  all  of  which  bear  date  the 
first  day  of  December,  one  thousand  eight  hundred  and  eighty-six, 
and  which  are  made  payable  to  the  bearer,  on  the  first  day  of  June, 
in  the  year  one  thousand  nine  hundred  and  twenty,  for  value  received, 
at  its  agency  in  the  City  of  New  York,  with  interest  from  date  at  the 
rate  of  six  per  centum  per  annum,  payable  semi-annually  on  the  first 
days  of  June  and  December  in  each  year,  on  the  presentation  and 
surrender  of  the  proper  annexed  coupons,  the  principal  and  interest 
of  said  bonds  being  payable  in  gold  coin  of  the  present  weight  and 
fineness,  as  fixed  by  the  laws  of  the  United  States  now  in  force,  and 
which  bonds   are   also  exempt   from   any  income  tax  that  now  is  or 


50i 


hereafter  may  be  levied  or  provided  for  by  any  law  of  the  United 
States;  which  bonds,  and  the  interest  to  become  due  thereon,  all  are 
to  be  equally  secured  by  these  presents,  although  issued  at  different 
times,  and  to  be  authenticated  by  a  certificate  to  be  signed  by  the 
said  trustees,  and  are  to  substantially  in  the  following  form: 


United  States  of  America. 


STATE   OF   TEXAS. 

THE  GAINESVILLE,  HENRIETTA  AND    WESTERN    RAIL- 
WAY    COMPANY. 

No. #1,000. 

First  Mortgage   Gold  Bond,  Interest   at  Six  per   Cent,  per  Annum, 
Payable  Semi- Annually. 

The  Gainesville,  Henrietta  and  Western  Railway  Company,  a  cor- 
poration organized  under  ahd  by  virtue  of  the  laws  of  the  State  of 
Texas,  promises  to  pay  to  the  bearer,  for  value  received,  on  the  first 
day  of  June,  in  the  year  one  thousand  nine  hundred  and  twenty,  at 
its  agency  in  the  City  of  New  York,  one  thousand  dollars,  with  in- 
terest from  date  at  the  rate  of  six  per  cent,  per  annum,  payable  semi- 
annually, on  the  first  days  of  June  and  December  in  each  year,  on 
presentation  and  surrender  of  the  proper  annexed  coupons;  the  prin- 
cipal and  interest  of  this  bond  to  be  paid  in  gold  coin  of  the  present 
weight  and  fineness,  as  fixed  by  the  laws  of  the  United  States  now  in 
force,  without  diminution  on  account  of  any  income  tax  that  hereaf- 
ter may  be  levied  or  provided  for  under  any  laws  of  the  United 
States. 

This  bond  is  one  of  a  series  of  bonds  of  one  thousand  dollars 
each,  numbered  from  one  upward,  issued  twenty  to  each  mile,  all  of 
which  are  equally  secured  by  a  deed  of  trust,  bearing  date  the  first 
day  of  December,  one  thousand  eight  hundred  and  eighty-six,  exe- 
cuted by  said  Midway  Company  unto  John  F.  Dillon  and  Henry  B. 
Henson,  trustees,  conveying  all  and  singular  the  entire  line  of  said 
Company's  railway,  built  and  to  be  built,  beginning  at  the  town  of 
Gainesville,  in  Cooke  county,  Texas,  thence  in  a  westerly  direction 
through  the  counties  of  Cooke,  Mmtague.  Clay  and  Archer,  to  a 
point  at  or  near  the  center  of  Baylor  county,  Texas,  and  all  other  lines 
of  railway  that  may  hereafter  be  acquired  or  constructed  by  the  said 


5°2 

Railway  Company  under  its  present  charter  or  any  amended  charter 
that  may  be  hereafter  adopted;  together  with  all  the  rolling  stock, 
equipments,  materials,  all  rights  of  way  and  track,  depots  and  shop 
grounds,  .enements  and  hereditaments,  rights  and  franchises. 

Upon  default  in  the  payment  of  interest  on  this  bond  for  six 
months  after  it  becomes  payable  and  has  been  demanded,  the  trus- 
tees may,  subject  to  the  provisions  of  the  said  mortgage,  declare  the 
principal  of  all  the  bonds  immediately  payable,  and  must  do  so  if  re- 
quired by  the  holders  of  one-fourth  of  such  bonds  outstanding. 

This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books  of 
said  Railway  Company,  and  after  a  registration  of  the  ownership  of 
said  bond,  certified  thereon  by  the  transfer  agent  of  said  Railway 
Company,  no  transfer  of  said  bond,  except  upon  the  transfer  book  of 
said  Company,  shall  be  valid  unless  the  transfer  shall  be  to  bearer, 
which  transfer  to  bearer  shall  again  render  said  bond  transferable 
by  delivery,  and  said  bond  shall  continue  subject  to  successive  regis- 
tration and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each  suc- 
cessive holder,  provided  the  coupons  issued  with  the  same,  and  not 
due,  are  attached  to  said  bond  when  siy:h  registration  is  desired,  and 
not  otherwise. 

This  bond  shall  not  become  obligatory  until  the  certificate  en- 
dorsed thereon  is  signed  by  the  said  trustees  or  their  successor  or 
successors  in  the  trust. 

In  witness  whereof  the  said  Gainesville,  Henrietta  and  Western 
Railway  Company  has  caused  this  bond  to  be  subscribed  by  its 
President  and  Secretary,  and  its  corporate  seal  affixed  hereto,  this 
first  day  of  December,  in  the  year  one  thousand  eight  hundred  and 
eighty  six. 

THE  GAINESVILLE,  HENRIETTA  AND 

WESTERN   RAILWAY  COMPANY. 

By ,  President. 

,  Secretary. 


Coupon  No.  i. 

The  Gainesville,  Henrietta  and  Western  Railway  Company  will 
pay  to  the  bearer  at  its  agency  in  the  City  of  New  York,  thirty  dol- 
lars in  gold  coin  on  the  first  day  of  June,  1887,  being  six  months  in- 
terest due  on  that  day  on  Bond  No 


503 
Trustees'  Certificate. 


It  is  hereby  certified  that  the  Gainesville,  Henrietta  and  Western 
Railway  Company  has  executed  to  John  F.  Dillon  and  Henry  B. 
Henson,  trustees,  a  mortgage  or  deed  of  trust,  as  described  in  the 
within  bond,  to  secure  the  same. 


Trustees. 

NOW  THEREFORE,  THIS    INDENTURE     WITNESSETH:       That    the    Said 

Gainesville,  Henrietta  and  Western  Railway  Company,  in  order  to 
better  secure  the  payment  of  the  bonds  proposed  to  be  issued  by  the 
said  Railway  Company,  as  hereinbefore  set  forth,  with  the  interest 
thereon,  unto  the  person  and  persons,  body  and  bodies  politic  and 
corporate,  who  may  become  the  holder  and  holders  of  said  bonds,  or 
any  of  them,  his,  her  or  their  executors,  administrators,  successors  or 
assigns,  and  in  consideration  of  the  sum  of  one  dollar,  by  the  said 
John  F.  Dillon  and  Henry  B.  Henson,  trustees,  paid  to  the  said 
Railway  Company,  at  and  before  the  signing  and  delivery  hereof,  the 
receipt  whereof  is  hereby  acknowledged,  has  granted,  bargained,  sold, 
released,  conveyed  and  confirmed,  and  by  these  presents  do  hereby 
grant,  bargain,  sell,  release,  convey  and  confirm  unto  the  said  John 
F.  Dillon  and  Henry  B.  Henson,  and  to  their  successor  or  succes- 
sors in  this  trust,  forever,  all  and  singular  the  said  Gainesville,  Hen- 
rietta and  Western  Railway  Company's  railway,  built  and  to  be 
built,  beginning  at  the  town  of  Gainesville,  in  Cooke  county,  Texas, 
thence  in  a  westerly  direction  through  the  counties  of  Cooke,  Mon- 
tague, Clay  and  Archer,  to  point  at  or  near  the  center  of  Baylor 
county,  Texas;  and  all  other  lines  of  railway  that  may  hereafter  be 
acquired  or  constructed  by  the  said  Railway  Company  under  its 
present  charter,  or  any  amended  charter  that  may  hereafter  be 
adopted,  together  with  all  side  tracks,  turn-outs,  rolling  stock,  equip- 
ments and  materials;  all  rights  of  way  and  tracks,  depot  and  shop 
grounds,  tenements  and  hereditaments,  rights  and  franchises,  includ- 
ing and  meaning  to  include  all  the  property,  real  and  personal,  now 
acquired  or  which  hereafter  may  be  acquired  by  the  said  Railway 
Company,  in  the  State  of  Texas,  used  for  and  pertaining  to  the 
operation  of  said  railroad. 

To  have  and  to  hold  the  said  property,  things,  rights  and  fran- 
chises hereby  conveyed  or  intended  so  to  be,  unto  the  said  trustees, 
or  their  successor  or  successors,  in  trust  for  the  owners  and   holders 


5°4 

of  the  said  bonds,  or  any  of  them,  subject  to  the  terms  and  stipula- 
tions of'  said  bonds,  and  of  the  coupons  thereto  attached,  and  sub- 
ject also  to  the  possession,  control  and  management  of  the  Directors 
of  the  said  Railway  Company,  so  long  as  said  Company  shall  well 
and  truly  perform  all  and  singular  the  stipulations  of  said  bonds  and 
the  covenants  of  this  deed. 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  said  party  of 
the  second  part  shall  be  void<  and  the  right  to  all  the  real  and  per- 
sonal property  hereby  granted  and  conveyed  shall  revert  to,  and  re- 
vest in  the  said  Railway  Company,  its  successors  or  assigns,  in  law 
and  equity,  without  any  acknowledgement  of  satisfaction,  reconvey- 
ance, surrender,  re-entry,  or  other  act. 

That  in  case  the  said  Railway  Company,  its  successors  or  as- 
signs, shall  fail  to  pay  the  interest  on  any  of  said  bonds,  at  the  time 
when  the  same  shall  become  due  and  payable,  according  to  the  tenor 
thereof,  and  shall  continue  in  such  default  for  six  months  after  such 
payment  has  been  demanded,  at  its  or  their  agency  in  the  City  of  New 
York,  then  and  thereupon  the  principal  of  all  the  bonds  hereby  se- 
cured shall  be  and  become  immediately  due  and  payable,  provided 
the  said  trustees  give  written  notice  to  the  party  of  the  first  part,  its 
successors  or  assigns,  of  their  option  to  that  effect,  while  such  default 
continues,  which  notice  they  shall  be  bound  to  give  if  requested  in 
writing  to  do  so,  by  the  holders  of  twenty-five  per  centum  of  said 
bonds  then  outstanding;  and  that,  in  such  case,  or  upon  the  principal 
of  said  bonds  becoming  in  any  other  way  due  and  payable,  and  re- 
maining unpaid,  in  whole  or  in  part,  after  demand  thereof,  the  said 
trustees,  or  their  successor  or  successors  in  the  trust,  may,  in  their 
discretion,  and  shall,  upon  the  request  of  the  holders  of  fifty  per  cen- 
tum of  said  bonds  then  outstanding,  with  or  without  entry  or  fore- 
closure, take  actual  possession  of  said  railroad,  and  of  all  and  singu- 
lar the  property,  things  and  effects  hereby  conveyed,  and  personally, 
or  by  attorney,  manage  and  operate  the  same,  and  receive  all  the  tolls, 
rents,  incomes  and  profits  thereof,  until  such  time  as  the  said  bonds 
and  interest  thereon  are  fully  paid  or  satisfied,  and  shall  apply  the 
money  so  received  by  it,  first,  to  the  expenses  of  the  trust  hereby  exe- 
cuted, the  management  of  the  said  railroad  and  its  appurtenances, 
and  the  needful  repairs  thereof;  next,  to  the  payment  of  interest  over 
due  upon  the  said  bonds,  and  interest  upon  delayed  interest,  and  af- 
terwards  to   the   payment  of  the  principal  of  said  bonds.     And  the 


505 

said  trustees,  or  their  successor  or  successors  in  the  trust,  upon  becom- 
ing entitled  to  take  possession  of  the  railroad  and  property  aforesaid, 
may,  in  their  discretion,  and  shall,  on  the  written  request  of  the  hold- 
ers of  at  least  one-half  of  the  bonds  then  unpaid  and  outstanding, 
cause  the  said  premises  so  mortgaged,  to  be  sold  either  as  an  en- 
tirety or  in  such  parcels  as  they  shall  deem  necessary  or  proper,  hav- 
ing due  regard  to  the  interests  of  all  parties,  to  the  highest  bidder,  at 
public  auction,  in  the  City  of  Gainesville,  Texas,  giving  at  least  sixty 
days  notice  ot  the  time,  place  and  terms  of  such  sale,  and  of  the 
specific  property  to  be  sold,  and  whether  the  same  will  be  sold  as  an 
entirety  or  in  parcels,  by  publishing  such  notice  in  one  or  more  news- 
papers in  the  City  of  Gainesville,  and  in  one  or  more  newspapers  in 
the  City  of  New  York,  once  in  each  week  during  the  term  of  sixty 
days,  and  that,  upon  receiving  the  purchase  money  therefor,  the  said 
trustees,  or  their  successors  in  the  trust,  shall  execute  to  the  pur- 
chaser or  purchasers  thereof,  a  good  and  sufficient  deed  of  convey- 
ance, in  fee  simple,  which  sale  and  conveyance  shall  forever  be  a  bar 
against  the  party  of  the  first  part,  its  successors  and  assigns,  and  all 
persons  claiming  under  them,  of  all  right,  estate,  interest  or  claim  in 
or  to  the  premises,  property,  things,  franchises,  privileges  and  im- 
munities so  sold,  or  any  part  thereof,  whether  the  said  trustees  are  in 
possession  thereof  or  not,  and  the  receipt  of  the  said  trustees  shall 
be  a  full  and  sufficient  discharge  to  each  purchaser,  and  no  purchaser 
holding  such  receipt  shall  be  liable  for  the  proper  application  of  the 
purchase  money,  or  in  any  way  bound  to  see  that  the  same  is  applied 
to  the  uses  of  this  trust,  or  in  any  manner  answerable  for  its  loss  or 
misapplication,  or  bound  to  inquire  into  the  authority  for  making 
such  sale,  and  such  sale  to  a  purchaser  in  good  faith  shall  be  valid, 
whether  said  notice  is  given  or  not,  and  whether  default  in  payment 
has  been  made  or  not. 

That  the  said  trustees  shall,  after  deducting  from  the  proceeds 
of  such  sale  the  cost  and  expenses  thereof,  and  of  the  execution  of 
this  trust,  and  all  payments  for  taxes,  assessments  and  counsel  fees, 
and  their  reasonable  compensation,  apply  so  much  of  the  proceeds 
as  may  be  necessary  to  the  payment  of  the  principal  and  interest 
remaining  unpaid  upon  said  bonds  and  coupons,  together  with  inter- 
est upon  over  due  coupons  to  the  time  of  sale,  without  giving  pref- 
erence to  either  principal  or  interest;  it  being  the  intention  of  this  in- 
denture that  so  long  as  the  railroad  and  its  appurtenances  shall  be 
managed  by  the  trustees  or  a  receiver  as  a  going  concern,  the  income 
shall  be  applied  to  the  payment  of  interest  in  preference  to  the  prin- 


506 

cipal,  but  that,  after  a  sale'of  the  railroad  and  its  appurtenances  no 
such  preference  shall  be  mstde  in  the  distribution  of  the  proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  trustees 
or  under  decree  of  the  court,'  the  holders  of  the  bonds  hereby''  se- 
cured, or  any  of  them,  or  thefsaid  trustees  on  behalf  of  all  the  bond- 
holders, shall  have  a  right  to  purchase  upon  equal  terms  with  other 
persons,  and  it  shall  be  the  duty  of  the  said  trustees,  if  so  required 
in  writing,  a  reasonable  time  before  such  sale,  by  the  holders  of  a 
majority  in  value  of  the  outstanding  bonds  secured  hereby,  and 
upon  being  offered  at  the  same  time,  adequate  indemnity  against  all 
liability  to  be  incurred  thereby,  to  make  such  purchase  on  behalf  of 
all  the  bondholders,  at  a  reasonable  price,  if  part  only  of  the  prop- 
erty hereby  conveyed  is  sold,  or  in  case  the  whole  property  is  sold, 
at  a  price  not  exceeding  the  whole  amount,  principal  and  interest, 
due  or  accruing  upon  said  bonds,  together  with  the  expenses  of  the 
proceedings  and  sale;  and  the  bonds  secured  by  this  mortgage  shall 
be  receivable  at  such  sale  as  cash,  for  the  amount  of  cash  which 
would  be  payable  on  such  bonds  out  of  the  proceeds  of  such  sale. 

That  in  case  of  the  purchase  of  said  property,  or  any  part  there- 
of, by  the  trustees,  the  same  shall  be  held  for  the  benefit  of  all  the 
bondholders  in  proportion  to  their  respective  interests  in  the  bonds, 
and  that  the  property  thus  purchased  shall  be  conveyed  to  such  per- 
sons or  corporations  as  may  be  designated  by  a  majority  in  value  of 
the  bondholders  present  at  a  meeting  of  the  bondholders  in  the  city 
of  New  York,  regularly  called  by  the  trustees,  upon  reasonable  pub- 
lic notice  published  in  two  newspapers  of  that  City;  provided  that 
such  conveyance  shall  be  made  on  such  terms  as  will,  in  the  judg- 
ment of  said  trustees,  secure  to  each  and  every  bondholder  his  just 
proportion  of  interest  in  the  property  purchased  as  aforesaid. 

That  it  is  hereby  expressly  agreed  that  in  no  case  shall  any  claim, 
benefit  or  advantage  be  taken  by  the  said  Railway  Company,  its 
successors  or  assigns,  of  any  valuation,  appraisement,  extension  or 
relief  laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  that  noth- 
ing herein  contained  shall  be  construed  as  limiting  the  right  of  the 
said  trustees  to  apply  to  the  court  for  judgment  or  decree  of  foreclo- 
sure and  sale  under  this  indenture,  or  for  the  usual  relief  in  the 
course  of  such  proceedings;  and  the  said  trustees  may,  in  their  dis- 
cretion, apply  to  any  competent  court  for  relief  by  way  of  foreclosure 
or  otherwise,  if  so  advised  by  counsel,  instead  of  taking  possession 
of  or  selling  the  said  property  when  required  to  do  so  by  bond- 
holders. 


5o/ 

That  the  said  Railway, ,  Codipdny  may  dispose  of  the  current  net 
revenue  and  income  of,. all  the-  said  property  and  railways  hereby 
conveyed,  in  such  manner  as  it- may  deem  best*  until  default  shall  be 
made  in  the  payment  of  thei interest  or  principal  of  said  bonds,  or  of 
any  one  or  more  of  them,  and  shallhave  the  right  to  sell  and  dispose 
of  any  such  real  estate  or  other  property  as  it  may  own  or  acquire, 
which  may  not  be  needed  or  required  for  the  purpose  and  business  of 
said  railway,  and  which  sale  and  conveyance  of  said  property  shall 
transfer  the  said  property  and  title  free  from  the  incumbrance  of  this 
mortgage  or  deed  of  trust,  and  to  change  its  track  and  make  any  and 
all  alterations  necessary  for  the  benefit  of  the  same. 

That  the  bonds  secured  herein,  are' to  be  issued  at  the  rate  only  of 
twenty  thousand  dollars  per  mile  of  completed  road,  as  follows:  that 
is  to  say,  one  hundred  bonds  may  be  issued  for  each  five  miles  of 
railway  as  the  same  may  be  completed,  on  the  affidavit  of  the  Chief 
Engineer  of  said  Railway  Company,  that  five  miles  have  been  so 
completed  and  are  ready  for  use.  And  it  is  agreed  between  the 
parties, hereto  and  made  part  of  the  contract  with  the  holders  of  the 
bonds  secured  hereby,  that  the  trustees  herein  shall  not  be  required 
to  look  beyond  the  affidavit  of  the  Chief  Engineer  as  herein  provided, 
and  shall  not  be  responsible  in  any  event  for  an  act  done  in  pursuance 
of  such  affidavit. 

That  it  is  further  mutually  agreed  by  and  between  the  partita 
hereto,  and  is  hereby  declared  to  be  a  condition  upon  which  the  said 
parties  of  the  second  part  and  their  successor  or  successors  in  the 
trust  hereby  created  have  assented  to  these  presents  and  accepted 
this  trust,  that  the  said  trustees  and  their  successors  in  this  trust  shall 
not  in  any  manner  be  held  responsible  for  the  act  of  any  co-trustee, 
or  of  any  person  employed  by  them,  unless  guilty  of  culpable  neg 
ligence  in  the  selection  of  such  employe;  nor  shall  the  trustee  be 
answerable  except  for  his  or  their  own  willful  delimit. 

That  the  parties  of  the  second  part,  or  their  successor  or  successors, 
shall  be  authorized  to  pay  such  reasonable  compensation  as  they 
shall  deem  proper,  to  all  the  attorneys,  officers,  agents,  servants  and 
employes  whom  they  may  reasonably  employ  in  the  managemenl  ol 
this  trust:  and  that  the  said  trustees  and  their  successor  or  successors 
shall  have  and  be  entitle  to  just  compensation  for  all  services  they 
ma)'  render  in  connection  with  the  trust  hereby  created,  to  be  paid 
by  the  partv  of  the  first  part,  or  out  of  the  trust  estate. 

That  the  bonds  hereinbefore  described,  and  hereby   secured,  shall 


5o8 

pass  by  delivery  or  by  transfer  on  the  books  of  said  Railway  Com- 
pany, and  that  after  the  registration  of  the  ownership  of  said  bonds, 
certified  thereon  by  the  Transfer  Agent  of  said  Railway  Company, 
no  transfer  of  said  bonds,  except  upon  the  transfer  books  of  said 
Company  shall  be  valid,  unless  the  transfer  shall  be  to  bearer,  which 
transfer  to  bearer  shall  again  render  said  bonds  transferable  by 
delivery;  and  that  said  bonds  shall  continue  subject  to  successive 
registration  and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each 
successive  holder,  provided  the  coupons  issued  with  the  same,  and 
not  due,  are  attached  to  said  bonds,  when  such  registration  is  desired, 
and  not  otherwise;  and  to  this  end  the  said  Railway  Company,  shall 
keep  in  the  City  of  New  York  a  registration  or  transfer  office,  with 
the  necessary  books,  in  which  the  registration  and  transfer  of  said 
bonds  may  be  made  as  above  provided. 

That  for  the  purpose  of  designating  the  rolling  stock  that  shall  be- 
long to  the  line  of  railway  hereby  mortgaged,  it  is  hereby  agreed  by 
and  between  the  parties  hereto,  that  the  said  Railway  Company  will 
mark,  in  some  substantial  manner,  all  engines  and  cars  of  each  and 
every  class  purchased  by  it,  with  either  the  name  of  said  Company 
or  the  initials  of  its  name. 

That  the  said  Railway  Company,  its  successors  and  assigns,  further 
covenants  and  agrees  with  the  said  trustees  and  their  successors  in 
the  trust,  to  make,  execute  and  deliver  all  such  further  deeds,  in- 
struments and  assurances  as  may  from  time  to  time  be  necessary,  and 
as  the  said  trustees  or  their  successors  in  the  trust  may  be  advised  by 
counsel  learned  in  the  law,  to  be  necessary  for  the  better  securing  to 
the  party  of  the  second  part,  their  successor  or  successors  in  the  trust, 
the  premises  hereby  conveyed,  and  for  carrying  out  the  objects  and 
purposes  of  this  indenture.  That  the  said  Railway  Company  cove- 
nants and  agrees  with  the  said  trustees  and  their  successors  in  the 
trust,  that  it  will,  from  time  to  time,  pay  all  the  expenses  of  this 
trust,  including  the  compensation  and  expenses  of  the  transfer  agent 
herein  provided  for. 

In  case  a  vacancy  shall  occur  in  this  trust,  from  any  cause  what- 
ever, it  shall  be  lawful  for  the  said  Railway  Company,  or  any  of  the 
bondholders,  to  apply  in  writing  to  the  then  Chief  Justice  of  the  Su- 
preme Court  of  the  State  of  Texas  to  appoint  another  trustee  or 
trustees  to  supply  the  vacancy;  and  in  the  event  that  said  application 
be  made  by  any  of  the  bondholders,  then  and  in  that  case,  notice  of 
said  application   shall   be  given  to  said   Railway  Company  at  least 


5°9 

ten  days  before  said  vacancy  shall  be  filled;  and  the  said  Chief  Jus- 
tice is  hereby  authorized,  upon  application  and  notice  as  aforesaid, 
without  legal  proceedings,  to  appoint  one  or  two  trustees  to  fill  the 
vacancy;  and  the  trustee  or  trustees  so  appointed  shall  be  vested 
with  all  the  title,  powers,  duties  and  estates  possessed  under  this  in- 
strument by  the  said  John  F.  Dillon  and  Henry  B.  Henson,  trustees 
herein  named. 

In  witness  whereof,  the  said  Gainesville,  Henrietta  and  Western 
Railway  Company  has  caused  this  instrument  to  be  subscribed  in  its 
name  by  its  Vice  President  [the  President  being  absent  from  the 
State]  and  Secretary,  and  attested  by  its  corporate  seal;  and  the  said 
trustees,  for  the  purpose  of  testifying  to  their  acceptance  of  the  trust 
hereby  created,  have  also  subscribed  their  names. 

THE  GAINESVILLE,  HENRIETTA  AND  WESTERN 

RAILWAY  COMPANY. 

[l/  s.]  By  Jas.  A.  Baker, 

Vice  President. 
Attest: 

D.  S.  H.  Smith, 

Secretary. 


The  State  of  Texas,  I 
Count}-  of  Harris.      \ 

Before  me,  a  Notary  Public  in  and  for  the  county  and  State  afore- 
said, duly  commissioned,  qualified  and  acting,  this  day  appeared 
personally  Jas.  A.  Baker,  known  to  me  to  be  the  same  person  whose 
name  is  subscribed  to  the  foregoing  instrument  as  Vice  President, 
and  acknowledged  to  me  that  he  executed  the  same  as  Vice  Presi- 
dent of  The  Gainesville,  Henrietta  and  Western  Railway  Company, 
for  the  purposes  and  consideration  therein  expressed. 

Given  under  my  hand  and  seal  of  office  this  twenty-seventh  day  of 
January,  1887. 

H.  M.  Curtin, 

[1..  s.j     -  Notary  Public  Harris  County.  Te\a;i. 


The  Gainesville,  Henrietta  and  Western  Railway  Company 


TO 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 


-  «« —> »» 


CONTRACT  OF  SALE. 


THIS  INDENTURE  AND  CONTRACT,  made  on  the 
day  of  ,  in  the  year  of  our   Lord  one   thousand  eight 

hundred   and    eighty  ,    by   and  between  the   Gainesville, 

Henrietta  and  Western  Railway  Company,  a  corporation  creat- 
ed by  and  under  the  laws  of  the  State  of  Texas,  party  of  the  first 
part,  and  the  Missouri,  Kansas  and  Texas  Railway  Company,  a 
corporation  created  under  the  laws  of  the  States  of  Kansas  and  Mis- 
souri, and  having  corporate  rights  and  franchises  under  the  laws  of 
Texas,  party  of  the  second  part. 

WITNESSETH: 

That  Whereas,  The  railroad  of  the  party  of  the  first  part  con- 
nects with  the  railroad  of  the  party  of  the  second  part  at  Gainesville, 
Texas;  and, 

Whereas,  The  party  of  the  second  part  is  the  owner  of  the  ma- 
jority of  the  capital  stock  of  the  party  of  the  first  part;  and, 

Whereas,  The  party  of  the  second  part  has  corporate  power  and 
authority  to  purchase,  lease,  join  stocks  and  unite  or  consolidate 
with,  and  to  acquire  and  merge  into  itself  all  or  any  part  of  the  prop- 
erty, rights,  privileges  and  franchises  of  any  connecting  railroad 
company; 


5" 

NOW,     TEREFORE      1H1S     INDENTURE     AND     CONTRACT    FURTHER    WIT- 
NESSETH: 

That  the  said  party  of  the  first  part,  for  and  in  consideration  of  the 
sum  of  one  hundred  dollars,  lawful  money  of  the  United  States,  to  it 
in  hand  paid  at  and  before  the  ensealing  and  delivery  of  these  pres- 
ents, receipt  whereof  is  hereby  acknowledged,  and  for  other  and 
further  lawful  considerations,  hereinafter  mentioned,  doth  merge 
itself  into  the  party  of  the  second  part,  under  its  own  proper  and  cor- 
porate name  of  the  Missouri,  Kansas  and  Texas  Railway  Company, 
on  the  terms  and  conditions  herein  and  hereby  agreed  upon  and  con- 
tained, by  granting,  bargaining,  selling,  alienating,  assigning,  trans- 
ferring, conveying,  and  confirming  unto  the  party  of  the  second  part, 
its  successors  and  assigns,  all  of  the  franchises,  corporate  rights  and 
privileges  of  the  said  party  of  the  first  part,  its  successors  and  as- 
signs, together  with  its  track,  road-bed,  railroad,  buildings,  rolling 
stock,  engines,  tolls,  bonds,  stocks,  grants,  privileges,  property,  real 
and  personal,  and  every  right,  title  and  interest  in  and  to  any  fran- 
chise, real  or  personal,  and  all  rights  of  every  name  and  kind  which 
the  partv  of  the  first  part  possesses,  or  in  which  the  party  of  the  first 
part  has  any  right,  privilege  or  interest,  situated  and  being  in  the 
State  of  Texas,  or  elsewhere.  The  object  and  intent  of  this  contract, 
conveyance  and  agreement  being  to  so  merge"  the  rights,  powers  and 
privileges  of  the  party  of  the  first  part  into  the  party  of  the  second 
part  under  its  own  charter,  corporate  name  and  organization,  shall, 
without  impairing  any  existing  right,  exercise  in  addition  thereto  all 
the  powers,  privileges  and  franchises,  and  own  and  control  all  the 
railroads  and  properties  that  the  party  of  the  first  part  now  exercises, 
or  owns,  or  by  its  charter,  or  the  laws,  it  has  the  right  to  own,  exer- 
ercise  or  control;  provided,  however,  that  the  corporate  franchises  of 
the  party  of  the  first  part,  to  be  and  remain  a  corporation  until  such 
time  as  may  be  hereafter  agreed  upon  for  its  dissolution,  shall  not  be 
impaired  or  infringed  upon  by  anything  contained  in  this  contract  and 
indenture;  and  provided  also,  that  nothing  herein  contained  is  intend- 
ed to  or  shall  impair  any  legally  existing  contract,  by  mortgage  or 
otherwise,  of  the  party  of  the  first  part,  and  especially  the  mortgage 
authorized  to  be  made  and  executed  on  November  2d,  1880,  to  John 
F.  Dillon  and  Henry  B.  Henson,  trustees,  dated  the  first  day  ot  De 
cember,  1886,  to  secure  bonds,  to  be  issued  from  time  to  time,  ac 
cording  to  its  terms  and  provisions,  subject  to  which  said  mortgage 
and  all  bonds  that  are  to  be  issued  thereunder,  this  contract  and 
conveyance  is  taken;  and  as  a  further  consideration  for  this  contract 


5*3 

and  conveyance,  is  to  perform  and  fulfill  all  the  charter  obligations  of 
the  party  of  the  first  part  to  the  State  of  Texas  and  to  the  public. 

The  corporate  existence  of  the  party  of  the  first  part  shall  be  main- 
tained, and  its  power  to  carry  out  all  existing  contracts  remain  un- 
impaired. 

This  conveyance  is  duly  authorized  by  the  corporate  action  of  the 
party  of  the  first  part. 

In  witness  whereof,  the  said  Gainesville,  Henrietta  and  Western 
Railway  Company,  party  of  the  first  part,  has  caused  this  instrument 
to  be  subscribed  by  its  Vice  President,  its  President  being  absent 
from  the  State,  and  Secretary,  and  the  corporate  seal  of  said  Com- 
pany to  be  affixed  thereto,  this  day  of  ,  one  thou- 
sand eight  hundred  and  eighty-six. 


THE  GAINESVILLE,  HENRIETTA  AND  WESTERN 
RAILWAY  COMPANY. 


—»  <•>  •»■ 


CONSTRUCTION  CONTRACT. 


THIS  AGREEMENT,  made  and  entered  into  this day   of 

January,  one  thousand  eight  hundred  and  eighty-seven,  by  and  be- 
tween the  Gainesville,  Henrietta  and  Western  Railway  Com- 
pany, a  corporation  duly  organized  under  the  laws  of  the  State  of 
Texas,  party  of  the  first  part,  and  Guy  Phillips,  of  the  City  of  New 
York,  and  his  successors  or  assigns,  party  of  the  second  part; 

WITNESSETH: 

Whereas,  The  party  of  the  first  part  desires  the  construction  of 
its  line  of  railway  extending  from  the  town  of  Gainesville,  in  Cooke 
county,  Texas,  to  a  point  at  or  near  the  center  of  Baylor  county. 
r£exas,  a  distance  of  about  one  hundred  and  thirty  miles; 

And  Whereas,  The  party  of  the  second  part,  under  an  informal 
understanding,  has  been  engaged  in  the  construction  of  said  railway, 
and  is  willing  to  complete  the  same  upon  the  terms  hereinafter  pro- 
vided; 

Now,  therefore,  the  party  of  the  second  part, — the  party  of  the 
first  part  keeping  and  performing  its  agreements  hereinafter  con- 
tained,— hereby  agrees  with  said  party  of  the  first  part,  that  he  will 
construct  and  complete  said  lines  of  railway  ready  for  operation  in 
a  good  and  workmanlike  manner,  as  good  in  all  respects  as  the  pres- 
ent lines  of  railway  of  the  Missouri,  Kansas  and  Texas  Railway 
Company  in  said  State  of  Texas; 

That  the  rails  to  be  placed  thereon  shall  be  of  an  approved  pattern 
of  steel   rails,  and   weigh  not  less  than  fifty-six  pounds  to   the  yard: 


5H 

that  the  ties  used  thereon  shall  equal  at  least  twenty  hundred  to  the 
mile; 

That  he  will  build  suitable  and  sufficient  station  houses  for  freight 
and  passengers;  that  the  bridge  or  bridges  that  may  occur  on  said 
line  shall  be  good  and  substantial  bridges  of  a  pattern  to  be  ap- 
proved by  the  Engineer  of  the  party  of  the  first  pai  ; 

That  he  will  complete  said  railway  ready  for  the  running  of  trains 
thereon  within  months  from  the  date  hereof;  it  being  under- 
stood and  agreed  that  if  the  construction  of  said  railway  is  delayed, 
or  the  party  of  the  second  part  in  any  manner  hindered  or  delayed 
by  the  action  of  any  court,  by  injunction  or  by  legal  proceedings  in 
procuring  right  of  way,  that  the  delay  in  time  so  caused  shall  be 
added  to  the  time  above  limited  for  completing  said  railway. 

The  party  of  the  first  part  hereby  agrees  with  the  party  of  the 
second  part,  he  building  said  railroad  in  manner  and  form  as  herein 
provided,  that  it  will  pay  to  the  party  of  the  second  part  for  build- 
ing and  completing  said  railroad  as  follows:  Twenty  thousand  dol- 
lars per  mile  of  the  first  mortgage  six  per  cent,  bonds,  and  ten 
thousand  dollars  per  mile  of  the  full  paid  capital  stock  of  said  party 
of  the  first  part,  for  each  and  every  mile  of  said  railroad  so  con- 
structed. 

In  witness  whereof,  the  party  of  the  first  part  has  caused  this  agree- 
ment to  be  subscribed  in  its  corporate  name  by  the  President,  and 
its  seal  to  be  hereunto  affixed,  and  the  said  party  of  the  second 
part  has  subscribed  his  name  hereto,  the  day  and  year  first  above 
written. 


DALLAS  AND  GREENVILLE 


RAILWAY   COMPANY. 


The  Dallas  and  Greenville  Railway  Company  was  or- 
ganized and  incorporated  under  the  general  laws  of  the 
State  of  Texas,  by  Articles  of  Association,  dated  the  6th 
day  of  February,  1886,  which  were  filed  in  the  Depart- 
ment of  State  on 


Under  its  charter  it  was  empowered  to  construct  a 
line  of  railway  and  telegraph  line  from  Greenville,  in 
Hunt  county,  to  Dallas,  in  Dallas  county,  Texas,  through 
the  counties  of  Hunt,  Rockwall  and  Dallas. 

Under  this  charter  there  was  constructed  the  line  of 
railway  from  the  town  of  Greenville  to  the  City  of  Dal- 
las, a  distance  of  about  fifty-two  miles. 

On  the  5th  day  of  November,  1886,  the  Board  ol  Di- 
rectors of  said  Railway  Company  passed  resolutions, 
authorizing  the  General  Manager  and  the  Executive 
Committee  of  the  Company  to  make  and  enter  into  an 
agreement  or  contract  for  the  joint  use  and  occupancy, 
with  this  Company,  of  its  track,  depots,  etc.,  from  Green- 
ville to  Dallas,  by  the  Missouri,  Kansas  and  Texas  Rail- 
way,  the  St.  Louis,    Iron  Mountain  and   Southern  Rail- 


5*6 

way,  and  the  Daingerfield  and  Texarkana  Railway  when 
organized. 

At  this  meeting  of  the  Directors,  a  resolution  was 
passed  authorizing  the  proper  executive  officers  of  said 
Railway  Company  to  execute  and  issue  a  series  of  bonds 
of  the  Company,  to  the  extent  of  twenty  thousand  dol- 
lars per  miie,  on  the  enure  length  of  its  railway,  built 
and  to  be  built,  to  bear  date  the  first  day  of  December, 
1886;  said  bonds  to  be  issued  only  as  fast  as  the  same 
shall  be  built,  and  not  in  advance  thereof;  said  bonds  to 
be  payable  to  bearer,  thirty  years  after  date,  for  one 
thousand  dollars  each,  in  gold  coin,  and  bearing  interest 
at  the  rate  of  six  per  cent,  per  annum,  from  date,  paya- 
ble semi-annually. 

It  was  also  resolved  that  said  executive  officers  be 
authorized  and  empowered  to  execute  and  deliver  a 
mortgage,  or  deed  of  trust,  to  John  F.  Dillon  and  Henry 
B.  Henson,  trustees,  conveying  the  Company's  fran- 
chises, railway,  rolling  stock,  equipments,  etc.,  to  secure 
the  payment  of  said  bonds.  Said  mortgage  was  made 
subject  to  any  contract  now  existing,  or  which  may  be 
hereafter  made  by  the  General  Manager  and  Executive 
Committee,  for  a  joint  use  and  occupancy,  with  this 
Company,  of  its  track  and  depots,  by  the  Missouri,  Kan- 
sas and  Texas  Railway  Company,  the  St.  Louis,  Iron 
Mountain  and  Southern  Railway  Company,  and  the 
Daingerfield  and  Texarkana  Railway  Company  when 
organized. 

At  this  meeting  a  resolution  was  passed  convening  a 
special  meeting  of  the  stockholders,  on  January  8th, 
1887,  to  approve  and  ratify  the  foregoing  resolutions  and 
the  bonds  and  mortgage  authorized  to  be  issued  and  ex- 
ecuted thereunder. 

At  a  meeting  of  the  Board  of  Directors  of  said  Com- 


pany,  held  on  the  10th  of  November,  1886,  the  follow- 
ing resolution  was  passed: 

Resolved,  That  the  proper  executive  officers  of  this  Company  be, 
and  they  are  hereby,  authorized  to  grant,  bargain^  sell  and  convey  all 
the  franchises  and  corporate  rights  and  privileges  of  the  Dallas  and 
Greenville  Railway  Company,  together  with  all  its  track,  road-bed, 
railway,  buildings,  rolling  stock,  engines,  tolls,  bonds,  stocks,  grants, 
privileges,  property,  real  and  personal,  and  every  right,  title  and  in- 
terest in  and  to  any  franchises,  real  or  personal,  and  ail  rights  of 
every  name  and  kind  which  the  Dallas  and  Greenville  Railway  Com- 
pany possesses,  or  in  which  it  has  any  right,  privilege  or  interest, 
situated  and  being  in  the  State  of  Texas,  or  elsewhere,  for  and  in  con- 
sideration of  the  sum  of  one  hundred  dollars  and  the  further  consid- 
erations that  the  said  Missouri,  Kansas  and  Texas  Railway  Com- 
pany shall  perform  and  fulfill  all  the  charter  obligations  of  the  Dallas 
and  Greenville  Railway  Company  to  the  State  of  Texas  and  to  the 
public.  The  said  conveyance  shall  provide  that  the  corporate  fran- 
chises of  this  Company,  to  remain  a  corporation  until  such  time  as 
may  be  hereafter  agreed  upon  for  its  dissolution,  shall  not  be  impair- 
ed or  infringed  by  said  contract,  nor  shall  said  contract  impair  any 
legally  existing  contract,  by  mortgage  or  otherwise,  of  this  Company, 
and  especially  the  mortgage  authorized  to  be  made  and  executed  on 
November  5th,  1886,  to  John  F.  Dillon  and  Henry  B.  Henson,  trus- 
tees, dated  the  first  day  of  December,  1886,  to  secure  bonds,  to  be 
issued  from  time  to  time,  according  to  its  terms  and  provisions;  and 
also,  especially  to  the  contract  authorized  to  be  made  and  executed 
on  November  5th,  1886,  for  the  joint  use  and  occupancy  of  the  track 
of  said  Railway  Company  by  the  Missouri,  Kansas  and  Texas  Rail- 
way Company,  the  Saint  Louis,  Iron  Mountain  and  Southern  Railway 
Company,  and  the  Daingerfield  and  Texarkana  Railway  Company 
when  organized.  And  to  this  end  and  purpose,  the  President  of  this 
Company,  or  in  his  absence,  the  Vice  President,  is  hereby  authorized 
and  instructed  to  make,  execute  and  deliver  to  the  said  Missouri, 
Kansas  and  Texas  Railway  Companj  a  contracl  and  conveyance  in 
form  and  substance  as  follows: 

(Here  follows  copy  of  contract,  contained  hereinafter.  1 

At  this  meeting  of  the  Board  of  Directors  a  resolution 
was  passed  increasing  the  capital  stock  of  the  compan) 

two  hundred  and  sixty  thousand  dollars. 


5U8 

At  a  meeting  of  the  Board  of  Directors,  held  on  the 
30th  of  November,  1886,  a  resolution  was  passed  as  fol- 
lows: "  Whereas,  under  an  informal  understanding,  Guy 
"  Phillips  has  been  engaged  in  the  construction  of  the 
"railway  of  this  Company,  between  Greenville  and  the 
"City  of  Dallas;  and  whereas,  this  Railway  Company 
"  desires  the  construction  of  its  said  line  of  railway,  be- 
"  tween  said  points;   now  therefore, 

"  Be  it  resolved,  That  the  proper  executive  officers  of 
"this  Company  be,  and  they  are  hereby,  authorized  to 
"  make  and  enter  into  a  contract  with  said  Guy  Phillips, 
"  for  the  construction  of  its  line  of  railway,  from  Green- 
"  ville,  in  Hunt  county,  to  Dallas,  in  Dallas  county, 
"Texas,  a  distance  of  about  fifty-two  miles,  in  form  and 
"  substance  as  follows." 

(Here  follows  copy  of  contract,  contained  hereinafter.) 

At  a  meeting  of  the  Board  of  Directors,  held  on  Jan- 
uary 25th,  1887,  the  Vice  President  made  the  following 
report: 

To    the  Board  of  Directors  of  the  Dallas  and  Greenville  Railway 
Company : 

Since  the  last  meeting  of  the  Board,  the  Engineer  in  charge  reports 
the  track  complete  from  its  junction  with  the  East  Line  and  Red 
River  Railway,  at  Greenville,  to  its  junction  with  the  Dallas  and 
Wichita,  a  distance  of  52  185-1000  miles.  A  copy  of  his  certificate 
to  that  effect  is  herewith  filed,  marked  Exhibit  A,  as  part  hereof. 

This  work  has  been  done  under  contract  made  by  the  President, 
and  authorized  by  this  Board  on  the  30th  of  November,  1886,  and 
the  contractor  is  now  entitled  to  his  pay  as  per  said  contract,  say 
twenty  thousand  dollars  per  mile  in  the  Company's  first  mortgage 
bonds,  and  ten  thousand  dollars  per  mile  in  the  Company's  corpor- 
ate stock.  These  will  amount  to  one  million  forty-three  thousand 
and  seven  hundred  dollars  in  bonds,  and  five  hundred  and  twenty- 
one  thousand  eight  hundred  and  fifty  dollars  in  stock. 

It  is  understood  that  Guy  Phillips  requests  that  of  the  capital 
stock  now  due  him,  the  Board  will  issue  to  the  following  subscribers 


519 

to  stock,  on  account  of  their  subscription,  say:  To  Wm.  Kerrigan, 
5  shares,  $500;  to  D.  S.  H.  Smith,  5  shares,  $500;  to  George  C. 
Smith,  5  shares,  $500;  to  E.  G.  Merriam,  5  shares,  $500;  to  J.  A. 
Baker,  5  shares,  $500;  to  J.  Herrin,  5  shares,  5500;  to  N.  W.  Hunter, 
5  shares,  $500;  to  G.  J.  Gooch,  5  shares,  $500;  to  F.  A.  Rice,  5 
shares,  $500;  and  to  Guy  Phillips,  5,173^  shares,  $517,350;  total, 
5,218^  shares,  $521,850. 

I  suggest  that  the  Secretary  be  authorized  to  issue  and  deliver 
bonds  and  stock  in  accordance  with  this  statement,  in  full  settlement 
and  payment  to  Guy  Phillips  for  the  work  done  under  his   contract. 

Respectfully  submitted  by 

Jas.  A.  Baker, 

Vice  President. 
18th  January,   1887. 

On  motion,  the  Company  formally  accepted  and  re- 
ceived the  railway  constructed  under  the  contract  with 
Guy  Phillips,  as  reported  by  the  Chief  Engineer. 

It  was  further  resolved,  that  the  Secretary  be  instruct- 
ed to  issue  and  deliver  to  Guy  Phillips  one  thousand  and 
forty-three  of  its  first  mortgage  bonds,  and  seven  hun- 
dred dollars  in  cash,  or  one  thousand  and  forty-four  of 
its  said  bends,  provided  he  will  pay  the  difference  be- 
tween seven  hundred  dollars  and  the  amount  of  one 
bond,  say  three  hundred  dollars.  The  Secretary  was 
instructed  to  issue  fully  paid  capital  stock,  as  requested 
by  Guy  Phillips,  in  the  report  of  the  Vice  President. 
At  this  meeting  the  Engineer  reported  that  the  main 
line,  from  Greenville  to  Dallas.  52^  miles,  and  sidings, 
iJL  miles,    had    been    completed.        The    main  line    was 

•J  100(1  ' 

completed   December  iS.   1886. 

A  meeting  of  the  stockholders  of  said  Company,  held 
on  the  1 8th  of  January,    [887,    was  called  to  order  and 
adjourned   until  the  25th  of  January,    1SS7.      At  tin-  lai 
ter  meeting  all  of  the  stock  of  the  Company  was  repre 
sented.     The   capital  stock    was  increased   two  hundred 
and  sixty  thousand  dollars. 


5  2° 

At  this  meeting  a  resolution  was  unanimously  adopted, 
reciting  the  action  of  the  Board  of  Directors,  at  their 
meeting  on  November  5th,  1886,  authorizing  the  execu- 
tive officers  of  the  Company  to  execute  bonds  of  the 
Company  to  the  extent  of  twenty  thousand  dollars  per 
mile;  and  also,  to  execute  a  mortgage,  or  trust  deed,  to 
John  F.  Dillon  and  Henry  B.  Henson,  trustees,  to  se- 
cure the  payment  of  said  bonds;  and  also,  reciting  that, 
in  pursuance  of  said  resolution,  the  executive  officers  of 
the  Company  had  executed  the  bonds  of  the  Company, 
and  had  executed  and  delivered  to  said  Dillon  and  Hen- 
son,  as  trustees,  a  trust  deed,  conveying  the  Company's 
railway  and  property  (reciting  the  mortgage  in  full),  ap- 
proving the  action  of  the  Board  of  Directors  in  ordering 
the  making  of  said  bonds  and  trust  deed,  and  the  acts  of 
the  executive  officers  in  signing  and  delivering  the  same, 
and  adopted  said  acts  as  the  acts  of  the  stockholders, 
and  declaring  the  same  as  binding  on  it,  in  all  things  and 
in  every  respect,  as  if  said  acts  had  been  originally  au- 
thorized by  the  stockholders  in  strict  conformity  with  the 
statutes  of  this  State  providing  for  like  acts  of  railway 
companies. 

At  this  same  meeting  a  resolution  was  also  unanimous- 
ly  adopted,  approving  and  ratifying  the  action  of  the 
Board  of  Directors  on  the  10th  of  November,  1886, 
which  authorized  the  executive  officers  of  the  Company 
to  convey  all  the  property  and  franchises  of  the  Compa- 
ny to  the  Missouri,  Kansas  and  Texas  Railway  Compa- 
ny, and  also  approving  and  ratifying  the  acts  of  the  ex- 
ecutive officers  of  the  Company  in  signing,  sealing  and 
delivering  said  conveyance. 

Said  road  was  completed  to  Dallas,  a  distance  of  about 
52  miles,  on  December  18th.  1886. 


ARTICLES  OF  INCORPORATION 


DALLAS  AND  GREENVILLE 

RAILWAY     COMPANY. 


Know  all  Men  by  these  Presents: 

That  we,  the  undersigned,  subscribers  to  the  capital  stock  of  the 
Railway  Company  hereinafter  designated  and  named,  desiring  to 
form  ourselves  into  a  corporation,  for  the  purpose  of  constructing, 
owning,  maintaining  and  operating  a  railway  and  telegraph  line,  pur- 
suant to  the  laws  of  the  State  of  Texas,  do  hereby  adopt  the  follow- 
ing Articles  of  Incorporation: 

Article  i.  The  name  of  said  corporation  shall  be  the  Dallas  and 
Greenville  Railway  Company. 

Article  2.  It  is  intended  to  construct  said  railway  and  telegraph 
line  from  Greenville,  in  Hunt  county,  Texas,  to  Dallas,  in  Dallas 
county,  Texas,  through  the  counties  of  Hunt,  Rockwall  and   Dallas. 

Article  j.  The  principal  business  office  of  said  railway  corpora- 
tion shall  be  established  and  maintained  at  Dallas,  in  Dallas  county, 
Texas. 

Article  4.  Said  corporation  shall  commence  from  the  date  at 
which  the  articles  shall  be  filed  and  recorded  in  the  office  of  the 
Secretary  of  State  for  the  State  of  Texas;  and  shall  continue  fifty 
years. 

Article  5.     The  capital  stock    of  said   corporation   shall   be  eight 


522 

hundred  thousand  dollars,  divided  into  eight  thousand  shares  of  one 
hundred  dollars  each. 

Article  6.  The  names  and  places  of  residence  of  the  several  per- 
sons forming  this  association  for  incorporation,  are  as  follows:  H. 
M.  Hoxie,  of  St.  Louis,  Missouri;  D.  S.  H.  Smith,  of  St.  Louis,  Mis- 
souri; George  C.  Smith,  of  St.  Louis,  Missouri;  James  A.  Baker, 
of  Houston,  Texas;  J.  Herrin,  of  Palestine,  Texas;  F.  A.  Rice,  of 
Houston,  Texas;  G.  J.  Gooch,  of  Palestine,  Texas;  N.  W.  Hunter,  of 
Palestine,  Texas;  William  Kerrigan,  of  St.  Louis,  Missouri;  E.  G. 
Merriam,  of  St.  Louis,  Missouri. 

Article  7.  The  government  of  said  incorporation  and  the  man- 
agement of  its  affairs  shall  be  vested  in  a  Board  of  Directors,  con- 
sisting of  seven  of  its  stockholders,  and  the  names  of  the  members 
of  the  first  Board  of  Directors  and  the  place  of  their  residence  are  as 
follows:  H.  M.  Hoxie,  St.  Louis,  Missouri;  D.  S.  H.  Smith,  St.  Louis, 
Missouri;  George  C.  Smith,  St.  Louis,  Missouri;  James  A.  Baker, 
Houston,  Texas;  N.  W.  Hunter,  Palestine,  Texas;  J.  Herrin,  Pales- 
tine, Texas;  G.  J.  Gooch,  Palestine,  Texas. 

Witness  our  hands,  this  6th  day  of  February,  1886. 

(Signed)  Geo.  C.  Smith, 

E.  G.  Merriam, 
N.  W.  Hunter, 

F.  A.  Rice, 

D.  S.  H.  Smith, 
Jas.  A.  Baker, 
H.  M.  Hoxie, 
J.  Herrin, 

G.  J.  Gooch, 
Wm.  Kerrigan. 


State  ui    Texas.  / 
County  of  Harris.  \ 

Before  me,  Garrett  Hardcastle,  a  Notary  Public  in  and  for  the 
county  and  State  aforesaid,  duly  commissioned,  sworn  and  acting, 
this  day  personally  appeared  J.  Herrin,  G.  J.  Gooch  and  N.  W. 
Hunter,  each  of  whom  is  known  to  me  to  be  a  Director  named  in 
the  Articles  of  Incorporation  of  the  Dallas  and  Greenville  Railway 
Company,  and  which  Articles  are  hereto   prefixed  for   certainty    of 


523 

identity,  and  being  by  me  duly  sworn,  each  ol  them  says  on  oath 
that  he  is  a  Director  named  in  said  Articles  of  Incorporation,  and 
that  stock  to  the  amount  of  one  thousand  dollars  lor  every  mile  of 
said  road  so  intended  to  be  built,  has  in  good  faith  been  sub- 
scribed, and  five  per  cent,  of  the  amount  subscribed  has  been  paid 
in  to  the  Directors  named  in  said  Articles  of  Incorporation. 

J.  Herrin, 
G.  J.  Gooch, 
N.  W.  Hunter. 

Subscribed   and  sworn   to  before  me,  this  ioth  day   of  February, 
1886.     Witness  my  signature  and  notarial  seal. 

Garrett  Hardcastle, 
[l.  s.]  Notary  Public,  Harris  County,  Texas. 


Attorney  General's  Office,      j 
Austin,  February  12,  1886.  J 

[certificate.] 

This  is  to  certify  that  the  original  Articles  of  Incorporation  of  the 
Dallas  and  Greenville  Railway  Company  were  submitted  to  me  on 
the  twelfth  day  of  February,  1886,  and  that  having  carefully  ex- 
amined the  same  I  find  them  in  accordance  with  the  provisions  of 
chapter  one,  title  eighty-four,  of  the  Revised  Statutes  ot  Texas,  and 
not  in  conflict  with  the  laws  of  the  United  States  or  of  the  State  of 
Texas. 

As  witness  my  hand  and  the 'seal  of  said  office. 

John  D.  Templeton, 
[L.  s.]  Attorney  General. 


THE  DALLAS  AND  GREENVILLE  RAILWAY  COMPANY. 


—  ■    HI    '► 


CONSTRUCTION  CONTRACT. 


THIS  AGREEMENT,  made  and  entered  into  this day  of 

November,  one  thousand  eight  hundred  and  eighty-six,  by  and  be- 
tween The  Dallas  and  Greenville  Railway  Company,  a  corpora- 
tion duly  organized  under  the  laws  of  the  State  of  Texas,  party  of 
the  first  part,  and  Guy  Phillips,  of  the  City  of  New  York,  and  his 
successors  or  assigns,  party  of  the  second  part; 

WITNESSETH: 

Whereas,  The  party  of  the  first  part  desires  the  construction  of 
its  line  of  railway  extending  from  Greenville,  in  Hunt  county,  Texas, 
to  Dallas,  in  Dallas  county,  in  said  State,  a  distance  of  about  fifty- 
two  miles; 

And  Whereas,  The  party  of  the  second  part,  under  an  informal 
understanding,  has  been  engaged  in  the  construction  of  said  railway, 
and  is  willing  to  complete  the  same  upon  the  terms  hereinafter  pro- 
vided; 

Now,  therefore,  the  party  of  the  second  part, — the  party  of  the 
first  part  keeping  and  performing  its  agreements  hereinafter  con- 
tained,— hereby  agrees  with  said  party  of  the  first  part,  that  he  will 
construct  and  complete  said  line  of  railway  ready  for  operation,  in 
a  good  and  workmanlike  manner,  as  good  in  all  respects  as  the  pres- 
ent lines  of  railway  of  the  Missouri,  Kansas  and  Texas  Railway 
Company  in  said  State  of  Texas; 

That  the  rails  to  be  placed  thereon  shall  be  of  an  approved  pattern 
of  steel   rails,  and   weigh  not  less  than  fifty-six  pounds  to    the  yard: 


525 

that  the  ties  used  thereon  shall  equal  at  least  twenty-five  hundred  to 
the  mile; 

That  he  will  build  suitable  and  sufficient  station  houses  for  freight 
and  passengers;  that  the  bridge  or  bridges  that  may  occur  on  said 
line  shall  be  good  and  substantial  bridges  of  a  pattern  to  be  ap- 
proved by  the  Engineer  of  the  party  of  the  first  part; 

That  he  will  complete  said  railway  ready  for  the  running  of  trains 
thereon  within  six  months  from  the  date  hereof;  it  being  under- 
stood and  agreed  that  if  the  construction  of  said  railway  is  delayed, 
or  the  party  of  the  second  part  in  any  manner  hindered  or  delayed 
by  the  action  of  any  court,  by  injunction  or  by  legal  proceedings  in 
procuring  right  of  way,  that  the  delay  in  time  so  caused  shall  be 
added  to  the  time  above  limited  for  completing  said  railway. 

The  party  of  the  first  part  hereby  agrees  with  the  party  of  the 
second  part,  he  building  said  railroad  in  manner  and  form  as  herein- 
before provided,  that  it  will  pay  to  the  party  of  the  second  part  for 
building  and  completing  said  railroad  as  follows:  Twenty  thousand 
dollars  per  mile  of  the  first  mortgage  six  per  cent,  bonds,  and  ten 
thousand  dollars  per  mile  of  the  full  paid  capital  stock  of  said  party 
of  the  first  part,  for  each  and  every  mile  of  said  railroad  so  con- 
structed. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  this 
agreement  to  be  subscribed  in  its  corporate  name  by  its  President, 
and  its  seal  to  be  hereunto  affixed,  and  the  said  party  of  the  second 
part  has  subscribed  his  name  hereto,  the  day  and  year  first  above 
written. 


The  Dallas  and  Greenville  Railway  Company 

AND 

The  Missouri,  Kansas  and  Texas  Railway  Company, 


WITH   THE 


St.  Louis,  Iron  Mountain  and  Southern  Railroad  Company 

AND 

The  Daingerfield  and  Texarkana  Railway  Company. 


CONTRACT  FOR  JOINT  USE  OF  TRACK. 


THIS  A  GREEMENT,  made  and  entered  into  this  day 

of  November,  one  thousand  eight  hundred  and  eighty-six,  by  and 
between  the  Missouri,  Kansas  and  Texas  Railway  Company,  a 
corporation  organized  under  the  laws  of  Kansas,  and  under  authority 
of  an  act  of  the  Legislature  of  the  State  of  Texas,  owning  certain 
lines  of  railway  in  said  State,  and  The  Dallas  and  Greenville 
Railway  Company,  a  corporation  organized  under  the  laws  of  Texas, 
parties  of  the  first  part,  and  the  St.  Louis,  Iron  Mountain  and 
Southern  Railroad  Company,  a  corporation  organized  under  the 
laws  of  the  States  of  Missouri  and  Arkansas,  and  the  Daingerfield 
and  Texarkana  Railway  Company,  a  corporation  organized  under 
the  laws  of  Texas,  parties  ot  the  second  part. 

Whereas,  The  said  Missouri,  Kansas  and  Texas  Railway  Com- 
pany owns,  among  other  lines  of  railway,  a  railway  extending  from 
the  point  of  junction  of  its  line  with  said  Daingerfield  and  Texarkana 
Railway  Company's  line  at  or  near  Daingerfield,  in  Morris  county, 
State  of  Texas,  to  Greenville,  in  Hunt  county,  in  said   State,  and  is 


in  negotiation  for  the  purchase  and  control  of  the  line  of  railway  of 
said  Dallas  and  Greenville  Railway  Company  between  Greenville 
and  Dallas; 

And  Whereas,  The  said  Dallas  and  Greenville  Railway  Company 
is  now  engaged  in  constructing  a  line  of  railway  extending  from  said 
town  of  Greenville  to  Dallas,  in  Dallas  county,  in  said  State  of 
Texas; 

And  Whereas,  Said  parties  of  the  second  part  are  about  con- 
structing and  acquiring  a  railway  from  a  point  at  or  near  Dainger- 
field,  on  the  line  of  railway  of  said  Missouri,  Kansas  and  Texas  Rail- 
way Company,  to  Texarkana,  which  last  named  line  of  railway,  to- 
gether with  the  lines  of  railway  of  said  first  party  above  described, 
will  constitute  a  short  and  direct  line  between  Texarkana  and  Dallas; 

And  Whereas,  The  interests  of  all  parties  to  this  agreement  will 
be  mutually  promoted  by  the  joint  use  and  occupancy  of  the  afore- 
said lines  of  railway,  viz:  the  railways  extending  from  Texarkana  to 
Dallas; 

NOW,  THEREFORE,  THIS  AGREEMENT  WITNESSETH: 

First.  That  the  said  parties  of  the  first  part,  and  each  of  them,  do 
hereby  give  and  grant  unto  said  parties  of  the  second  part,  and  to 
each  of  them,  a  joint  use  and  occupancy  of  their  respective  lines  of 
railway  between  Daingerfield,  or  such  other  point  of  junction  as  may 
be  fixed  upon,  and  Dallas,  with  the  privilege  of  running  the  trains  of 
said  second  parties,  or  of  either  of  them,  in  either  direction  over  said 
railways,  and  of  collecting  the  tolls  and  revenues  from  freight  and 
passengers  transported  between  said  points  and  points  beyond  on  the 
lines  of  said  second  parties,  or  either  of  them,  upon  the  terms  and 
conditions  hereinafter  prescribed. 

Second.  That  the  said  parties  of  the  second  part,  and  each  of 
them,  do  hereby  give  and  grant  unto  said  parties  of  the  first  part, 
and  each  of  them,  a  joint  use  and  occupancy  of  their  line  of  railway 
between  Daingerfield,  or  said  point  of  junction,  and  Texarkana,  with 
the  privilege  of  running  the  trains  of  said  first  parties,  and  each  of 
them,  in  either  direction  over  said  railway,  and  of  collecting  the  tolls 
and  revenues  from  freight  and  passengers  transported  between  said 
points  and  points  beyond  on  the  lines  of  said  first  parties,  and  each 
of  them,  upon  the  terms  and  conditions  hereinafter  prescribed. 

Third.  The  parties  hereto  agree  to  pay,  each  to  the  other,  as  com- 
pensation for  such  joint  use  and  occupancy  oi  each  others  lines,  one- 


528 

half  of  the  interest  accruing  during  the  continuance  of  this  agree- 
ment upon  the  bonds  actually  issued  and  outstanding  upon  the  lines 
of  railway  so  jointly  used  and  occupied  as  herein  contemplated  and 
provided,  and  in  addition  thereto  such  proportion  of  the  cost  of 
maintenance  of  such  railways,  including  taxes  and  assessments,  as  the 
traffic  of  the  companies  using  the  road  of  the  other  companies,  pass- 
ing over  said  railways,  bears  to  the  whole  amount  of  trafhic  over  such 
railways. 

Fourth.  It  is  understood  and  agreed  between  the  parties  hereto 
that  when  the  line  of  railway  of  the  parties  of  the  second  part,  be- 
tween Daingerfield,  or  said  point  of  junction,  and  Texarkana,  shall 
have  been  completed  in  good  running  order,  the  continuous  line  of 
railway  between  Texarkana  and  Dallas,  belonging  to  the  several 
parties  hereto,  shall  be  placed  in  charge  of  a  Superintendent  to  be 
agreed  upon,  and  appointed  by  the  parties  to  this  agreement,  whose 
duty  it  shall  be  to  attend  to  the  maintenance  of  such  road,  and  to 
establish  such  police  regulations  as  shall  be  necessary  and  proper 
in  the  handling  of  trains  over  said  line;  and  it  shall  be  the  duty  of 
such  Superintendent  to  examine  and  certify  as  to  the  accuracy  of  all 
bills  for  maintenance  and  other  expenditures  for  joint  account,  and 
all  such  accounts  shall  be  audited  monthly,  and  statements  in  detail 
forwarded  to  each  party  on  or  before  the  twentieth  of  each  month, 
covering  all  expenditures  and  liabilities  for  joint  account  up  to  and 
including  the  last  day  of  the  preceding  month,  and  all  such  accounts 
shall  be  adjusted,  and  all  audited  bills  paid  within  ten  days  after 
such  monthly  statements  of  accounts  shall  have  been  furnished. 

Fifth.  It  is  further  agreed  to  be  the  true  intent  and  meaning  of 
this  agreement,  that  each  party  shall  be  placed  on  an  equality  in  the 
joint  use  and  occupancy  of  the  railway  between  Texarkana  and  Dal- 
las, and  that  the  trains  of  each  party  shall  be  run  over  the  same  be- 
tween said  points  without  interruption. 

Sixth.  It  is  further  agreed  that  the  joint  use  and  occupancy  of  said 
line  between  Texarkana  and  Dallas,  shall  commence  immediately  upon 
the  completion  of  the  railway  between  Texarkana  and  Daingerfield. 
or  said  point  of  junction,  and  shall  continue  from  and  during  the 
period  of  ninety-nine  (99)  years  thereafter,  and  that  the  compensa- 
tion herein  specified  shall  be  paid  quarterly  on  the  first  days  of  Jan- 
uary, April,  July  and  October,  in  each  year. 

Seventh.     It  is  further  agreed  that  in  case  any  dispute   shall  arise 


529 

as  to  the  construction  of  this  agreement,  the  question  shall  be  sub- 
mitted to  two  arbitrators,  one  to  be  named  by  each  party  hereto, 
and  if  they  cannot  agree,  they  shall  call  in  a  third,  whose  decision 
shall  be  final  in  the  matter. 

Eighth.  It  is  understood  and  agreed  that  neither  party  hereto 
shall  be  liable  for  any  of  the  contracts,  defaults  or  negligence  of  the 
other  parties  hereto,  and  if  so  held  liable  shall  be  entitled  to  re-im- 
bursement,  to  be  paid  at  the  same  time  and  in  the  same  manner  as 
compensation  for  joint  use  and  as  a  part  thereof,  but  in  addition  to 
the  amount  of  this  agreement  provided. 

Ninth.  It  is  further  agreed  that  if  the  aforesaid  compensation 
shall  at  any  time  be,  and  remain  in  default  for  a  period  of  six  months 
after  demand,  the  other  Company  shall  be  entitled  to  treat  such  de- 
fault as  a  breach  of  condition,  and  to  repossess  itself  of  its  property. 

Tenth.  It  is  expressly  agreed  that  the  mortgages  to  be  made  by 
the  said  Dallas  and  Greenville  Railway  Company,  and  by  the 
Daingerfield  and  Texarkana  Railwav  Company,  to  secure  first  mort- 
gage bonds  upon  said  respective  railways,  shall  be  executed  subject 
to  the  provisions  of  this  agreement. 

In  witness  whereof,  the  parties  hereto  have  caused  this  agreement 
to  be  signed  by  their  respective  Presidents,  and  attested  by  their  re- 
spective corporate  seals,  this         day  of  ,  1886. 


THE  DALLAS  AND  GREENVILLE  RAILWAY  COMPANY. 


-«■  <»>  •»■ 


FIRST   MORTGAGE, 


THIS  INDENTURE,  made  the  first  day  of  December,  in  the 
year  one  thousand  eight  hundred  and  eighty-six,  between  The 
Dallas  and  Greenville  Railway  Company,  a  corporation  organiz- 
ed under  and  by  virtue  of  the  laws  of  the  State  of  Texas,  party  ot 
the  first  part,  hereinafter  denominated  "  Railway  Company,"  and 
John  F.  Dillon  and  Henry  B.  Henson,  parties  of  the  second  part, 
hereinafter  denominated  "Trustees." 

Whereas,  The  Dallas  and  Greenville  Railway  Company,  to  meet 
the  expense  of  constructing,  completing  and  putting  into  opera- 
tion a  railway  in  the  State  of  Texas,  which  is  to  extend  from  the 
town  of  Greenville,  in  Hunt  county,  through  the  counties  of  Hunt, 
Rockwall  and  Dallas,  in  a  southwesterly  direction  to  the  city  ol  Dal- 
las, in  Dallas  county,  Texas,  has  resolved  to  issue  and  negotiate,  as 
by  law  they  are  duly  authorized,  a  series  of  bonds  of  one  thousand 
dollars  each,  at  the  rate  of  twenty  thousand  dollars  for  each  mile 
of  road,  all  of  which  bear  date  the  first  day  of  December,  one 
thousand  eight  hundred  and  eighty-six,  and  which  are  made  pay- 
able to  bearer,  on  the  first  day  of  June,  in  the  year  one  thou- 
sand nine  hundred  and  twenty,  for  value  received,  at  its  agency 
in  the  City  of  New  York,  with  interest  from  date  at  the  rate  of 
six  per  centum  per  annum,  payable  semi-annually  on  the  first  days 
of  June  and  December  in  each  year,  on  the  presentation  and  sur- 
render of  the  proper  annexed  coupons,  the  principal  and  interest 
of  said  bonds  being  payable  in  gold  coin  of  the  present  weight  and 
fineness,  as  fixed  by  the  laws  of  the  United  States  now  in  force,  and 
which  bonds  are  also  exempt  from  any  income  tax  that  now  is  or 
hereafter  may   be  levied   or  provided  for  by  any  law  of  the  United 


53.1. 

Stales;  which  said  bonds,  and  the  interest  to  become  due  thereon,  all 
are  to  be  equally  secured  by  these  presents,  although  issued  at  differ- 
ent times,  and  to  be  authenticated  by  a  certificate  to  be  signed  by 
the  said  trustees,  and  are  to  be  substantially  in  the  following  form: 

United  States  of  America. 


STATE   OF   TEXAS. 
THE    DALLAS  AND  GREENVILLE    RAILWAY    COMPANY. 

No. $  1,000. 

First  Mortgage   Gold  Bond,  Ititerest  at  Six  per   Cent,  per  Annum, 
Payable  Semi- Annually. 

The  Dallas  and  Greenville  Railway  Company,  a  corpora- 
tion organized  under  and  by  virtue  of  the  laws  of  the  State  of 
Texas,  promises  to  pay  to  the  bearer,  for  value  received,  on  the  first 
day  of  June,  in  the  year  one  thousand  nine  hundred  and  twenty,  at 
its  agency  in  the  City  of  New  York,  one  thousand  dollars,  with  in- 
terest from  date  at  the  rate  of  six  per  cent,  per  annum,  payable  semi- 
annually, on  the  first  days  of  June  and  December  in  each  year,  on 
presentation  and  surrender  of  the  proper  annexed  coupons;  the  prin- 
cipal and  interest  of  this  bond  to  be  paid  in  gold  coin  of  the  present 
weight  and  fineness,  as  fixed  by  the  laws  of  the  United  States  now  in 
force,  without  diminution  on  account  of  any  income  tax  that  hereaf- 
ter may  be  levied  or  provided  for  under  any  law  of  the  United 
States. 

This  bond  is  one  of  a  series  of  bonds  of  one  thousand  dollars 
each,  numbered  from  one  upward,  issued  twenty  to  each  mile,  all  of 
which  are  equally  secured  by  a  deed  of  trust,  bearing  date  the  first 
day  of  December,  one  thousand  eight  hundred  and  eighty  six.  exe 
cuted  by  said  Railway  Company  unto  John  F.  Dillon  and  Henry  l'>. 
Henson,  trustees,  conveying  all  and  singular  the  entire  line  ol  said 
Company's  railway,  built  and  to  be  built,  beginning  at  the  town  of 
Greenville,  in  Hunt  county,  extending  through  the  counties  of  Hunt, 
Rockwall  and  Dallas,  in  a  southwesterly  direction  to  the  city  of  Dal 
las,  in  Dallas  county,  and  all  other  lines  of  railway  that  may  hereaf 
ter  be  acquired  or  constructed  by  the  said  Railway  Company  under 
its  present  charter  or  any  amended  charter  that  may  be  hereafter 
adopted;  together  with  all    the    rolling    stock,  equipments,  materials. 


532 

all  rights  of  way  and  track,  depots  and  shop  grounds,  tenements  and 
hereditaments,  rights  and  franchises. 

Upon  default  in  the  payment  of  interest  on  this  bond  for  six 
months  after  it  becomes  payable  and  has  been  demanded,  the  trus- 
tees may,  subject  to  the  provisions  of  said  mortgage,  declare  the 
principal  of  all  the  bonds  immediately  payable,  and  must  do  so  if  re- 
quired by  the  holders  of  one-fourth  of  such  bonds  outstanding. 

This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books  of 
said  Railway  Company,  and  after  a  registration  of  the  ownership  of 
said  bond,  certified  thereon  by  the  transfer  agent  of  said  Railway 
Company,  no  transfer  of  said  bond,  except  upon  the  transfer  book  of 
said  Company,  shall  be  valid  unless  the  transfer  shall  be  to  bearer, 
which  transfer  to  bearer  shall  again  render  said  bond  transferable 
by  delivery,  and  said  bond  shall  continue  subject  to  successive  regis- 
tration and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each  suc- 
cessive holder,  provided  the  coupons  issued  with  the  same,  and  not 
due,  are  attached  to  said  bond  when  such  registration  is  desired,  and 
not  otherwise. 

This  bond  shall  not  become  obligatory  until  the  certificate  en- 
dorsed thereon  is  signed  by  the  said  trustees  or  their  successor  or 
successors  in  the  trust. 

In  witness  whereof,  the  said  Dallas  and  Greenville  Railway  Com- 
pany has  caused  this  bond  to  be  subscribed  by  its  President  and 
Secretary,  and  its  corporate  seal  affixed  hereto,  this  first  day  of  De- 
cember, in  the  year  one  thousand  eight  hundred  and  eighty-six. 

THE    DALLAS  AND   GREENVILLE    RAILWAY    COMPANY. 

By ,  President. 

.  Secretary. 

Coupon  No.  i. 

The    Dallas    and  Greenville,   Railway   Company   will    pay  to  the 

bearer  at  its  agency  in  the  City  of  New  York,  thirty  dollars  in  gold 

coin  on  the  first  day  of  June,  1887,  being  six  months  interest  due  on 

that  day  on  Bond  No 

J  Secretary. 

Trustees'  Certificate. 

It  is  hereby  certified  that  the  Dallas  and  Greenville  Railway  Com- 
pany  has  executed    to   John  F.  Dillon  and  Henry  B.  Henson.  tins- 


533 

tees,  a  mortgage  or  deed  of  trust,  as  described  in  the  within  bond, 
to  secure  the  same. 


Trustees. 

NOW  THEREFORE,  THIS    INDENTURE    WITNESSETH:       That    the    said 

Dallas  and  Greenville  Railway  Company,  in  order  to  better  se- 
cure the  payment  of  the  bonds  proposed  to  be  issued  by  the  said 
Railway  Company,  as  hereinbefore  set  forth,  with  the  interest 
thereon,  unto  the  person  and  persons,  body  and  bodies  politic  and 
corporate,  who  may  become  the  holder  and  holders  of  said  bonds,  or 
any  of  them,  his,  her  or  their  executors,  administrators,  successors  or 
assigns,  and  in  consideration  of  the  sum  of  one  dollar,  by  the  said 
John  F.  Dillon  and  Henry  B.  Henson,  trustees,  paid  to  the  said 
Railway  Company,  at  and  before  the  signing  and  delivery  hereof,  the 
receipt  whereof  is  hereby  acknowledged,  has  granted,  bargained,  sold, 
released,  conveyed  and  confirmed,  and  by  these  presents  do  hereby 
grant,  bargain,  sell,  release,  convey  and  confirm  unto  the  said  John 
F.  Dillon  and  Henry  B.  Henson,  and  to  their  successor  or  succes- 
sors in  this  trust,  forever,  all  and  singular  the  said  Dallas  and  Green- 
ville Railway  Company's  railway,  built  and  to  be  built,  beginning 
at  the  town  of  Greenville,  in  Hunt  county,  extending  through  the 
counties  of  Hunt,  Rockwall  and  Dallas,  in  a  southwesterly  direction, 
to  the  city  of  Dallas,  in  Dallas  county,  Texas;  and  all  other  lines  of 
railway  that  hereafter  may  be  acquired  or  constructed  by  the  said 
Railway  Company  under  its  present  charter,  or  any  amended  charter 
that  may  hereafter  be  adopted,  together  with  all  side  tracks,  turn- 
outs, rolling  stock,  equipments  and  materials;  all  rights  of  way  and 
tracks,  depot  and  shop  grounds,  tenements  and  hereditaments,  rights 
and  franchises,  including  and  meaning  to  include  all  the  property, 
real  and  personal,  now  acquired  or  which  hereafter  may  be  acquired 
by  the  said  Railway  Company,  in  the  State  of  Texas,  used  for  and 
pertaining  to  the  operation  of  said  railroad. 

To  HAVE  AND  TO  HOLD  the  said  property,  things,  rights    and    frail 

chises  hereby  conveyed  or  intended  so  to  be,  unto  the  said    trustees, 
or  their  successor  or  successors,  in  trust  for  the  owners   and    holders 
of  the  said  bonds,  or  any  of  them,  subject  to  the   terms  and  stipula 
tions  of  said  bonds,  and  of  the  coupons  thereto  attached,    and    sub 
ject  also  to  the  contract  authorized  to  be  made  and  executed  on  No- 
vember fifth,  1886.  by  the  said  Dallas  and  Greenville  Railway  Com- 


534 

pany,  for  the  joint  use  and  occupancy  of  the  track  of  said  Railway 
Company  by  the  Missouri,  Kansas  and  Texas  Railway  Company, 
The  St.  Louis,  Iron  Mountain  and  Southern  Railway  Company,  The 
East  Line  and  Red  River  Railroad  Company,  and  the  Texarkana 
and  Daingerfield  Railway  Company,  and  subject  also  to  the  pos- 
session, control  and  management  of  the  Directors  of  the  said  Rail- 
way Company,  so  long  as  said  Company  shall  well  and  truly  per- 
form all  and  singular  the  stipulations  of  said  bonds  and  the  cove- 
nants ot  this  deed. 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  said  party  of 
the  second  part  shall  be  void,  and  the  right  to  all  the  real  and  per- 
sonal property  hereby  granted  and  conveyed  shall  revert  to,  and  re- 
vest in  the  said  Railway  Company,  its  successors  or  assigns,  in  law 
and  equity,  without  any  acknowledgement  of  satisfaction,  reconvey- 
ance, surrender,  re-entry,  or  other  act. 

That  in  case  the  said  Railway  Company,  its  successors  or  as- 
signs, shall  fail  to  pay  the  interest  on  any  of  said  bonds,  at  the  time 
when  the  same  shall  become  due  and  payable,  according  to  the  tenor 
thereof,  and  shall  continue  in  such  default  for  six  months  after  such 
payment  has  been  demanded,  at  its  or  their  agency  in  the  City  of  New 
York,  then  and  thereupon  the  principal  of  all  the  bonds  hereby  se- 
cured shall  be  and  become  immediately  due  and  payable,  provided 
the  said  trustees  give  written  notice  to  the  party  of  the  first  part,  its 
successors  or  assigns,  of  their  option  to  that  effect,  while  such  default 
continues,  which  notice  they  shall  be  bound  to  give  if  required  in 
writing  to  do  so,  by  the  holders  of  twenty-five  per  centum  of  said 
bonds  then  outstanding;  and  that,  in  such  case,  or  upon  the  principal 
of  said  bonds  becoming  in  any  other  way  due  and  payable,  and  re- 
maining unpaid,  in  whole  or  in  part,  after  demand  thereof,  the  said 
trustees,  or  their  successor  or  successors  in  the  trust,  may,  in  their 
discretion,  and  shall,  upon  the  request  of  the  holders  of  fifty  per  cen- 
tum of  said  bonds  then  outstanding,  with  or  without  entry  or  fore- 
closure, take  actual  possession  of  said  railroad,  and  of  all  and  singu- 
lar the  property,  things  and  effects  hereby  conveyed,  and  personally, 
or  by  attorney,  manage  and  operate  the  same,  and  receive  all  the  tolls. 
rents,  incomes  and  profits  thereof,  until  such  time  as  the  said  bonds 
and  interest  thereon  are  fully  paid  or  satisfied,  and  shall  apply  the 
money  so  received  by  it,  first,  to  the  expenses  of  the  trust  hereby  exe- 
cuted, the  management  of  the  said   railroad    and  its   appurtenances. 


535 

and  the  needful  repairs  thereof;  next,  to  the  payment  of  interest  over 
due  upon  the  said  bonds,  and  interest  upon  delayed  interest,  and  af- 
terwards to  the  payment  of  the  principal  of  said  bonds.  And  the 
said  trustees,  or  their  successor  or  successors  in  the  trust,  upon  becom- 
ing entitled  to  take  possession  of  the  railroad  and  property  aforesaid, 
may,  in  their  discretion,  and  shall,  on  the  written  request  of  the  hold- 
ers of  at  least  one-half  of  the  bonds  then  unpaid  and  outstanding, 
cause  the  said  premises  so  mortgaged,  to  be  sold  either  as  an  en- 
tirety or  in  such  parcels  as  they  shall  deem  necessary  or  proper,  hav- 
ing due  regard  to  the  interests  of  all  parties,  to  the  highest  bidder,  at 
public  auction,  in  the  City  of  Dallas,  Texas,  giving  at  least  sixty 
days  notice  ot  the  time,  place  and  terms  of  such  sale,  and  of  the 
specific  property  to  be  sold,  and  whether  the  same  will  be  sold  as  an 
entirety  or  in  parcels,  by  publishing  such  notice  in  one  or  more  news- 
papers in  the  City  of  Dallas,  and  in  one  or  more  newspapers  in 
the  City  of  New  York,  once  in  each  week  during  the  term  of  sixty 
days,  and  that,  upon  receiving  the  purchase  money  therefor,  the  said 
trustees,  or  their  successors  in  the  trust,  shall  execute  to  the  pur- 
chaser or  purchasers  thereof,  a  good  and  sufficient  deed  of  convey- 
ance, in  fee  simple,  which  sale  and  conveyance  shall  forever  be  a  bar 
against  the  party  of  the  first  part,  its  successors  and  assigns,  and  all 
persons  claiming  under  them,  of  all  right,  estate,  interest  or  claim  in 
or  to  the  premises,  property,  things,  franchises,  privileges  and  im- 
munities go  sold,  or  any  part  thereof,  whether  the  said  trustees  are  in 
possession  thereof  or  not,  and  the  receipt  of  the  said  trustees  shall 
be  a  full  and  sufficient  discharge  to  each  purchaser,  and  no  purchaser 
holding  such  receipt  shall  be  liable  for  the  proper  application  of  the 
purchase  money,  or  in  any  way  bound  to  see  that  the  same  is  applied 
to  the  uses  of  this  trust,  or  in  any  manner  answerable  for  its  loss  or 
misapplication,  or  bound  to  inquire  into  the  authority  for  making 
such  sale,  and  such  sale  to  a  purchaser  in  good  faith  shall  be  valid, 
whether  said  notice  is  given  or  not,  and  whether  default  in  payment 
has  been  made  or  not. 

That    the   said    trustees   shall,   after   deducting  from  the  proceeds 
of  such  sale  the  cost  and  expenses  thereof,  and  ot'  the   execution    of 
this  trust,  and  all  payments  for  taxes,  assessments  and    counsel    tees. 
and  their  reasonable  compensation,  apply  so  much    of  the    proi 
as  may  be  necessary  to  the  payment    of  the   principal    and    interest 

remaining  unpaid  upon  said  bonds  and  cou] s,  together  with  interest 

upon  over-due  coupons  down  to  the  time  of  sale,  without  giving  pref- 
erence to  either  principal  or  interest:  it  being  the  intention  of  this  in- 


536 

denture  that  so  long  as  the  railroad  and  its  appurtenances  shall  be 
managed  by  the  trustees  or  a  receiver  as  a  going  concern,  the  income 
shall  be  applied  to  the  payment  of  interest  in  preference  to  the  prin- 
cipal, but  that,  after  a  sale  of  the  railroad  and  its  appurtenances  no 
such  preference  shall  be  made  in  the  distribution  of  the  proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  trustees 
or  under  decree  of  the  court,  the  holders  of  the  bonds  hereby  se- 
cured, or  any  of  them,  or  the  said  trustees  on  behalf  ot  all  the  bond- 
holders, shall  have  a  right  to  purchase  upon  equal  terms  with  other 
persons,  and  it  shall  be  the  duty  of  the  said  trustees,  if  so  required 
in  writing,  a  reasonable  time  before  such  sale,  by  the  holders  of  a 
majority  in  value  of  the  outstanding  bonds  secured  hereby,  and 
upon  being  offered  at  the  same  time,  adequate  indemnity  against  all 
liability  to  be  incurred  thereby,  to  make  such  purchase  on  behalf  of 
all  the  bondholders,  at  a  reasonable  price,  if  part  only  of  the  prop- 
erty hereby  conveyed  is  sold,  or  in  case  the  whole  property  is  sold, 
at  a  price  not  exceeding  the  whole  amount,  principal  and  interest, 
due  or  accruing  upon  said  bonds,  together  with  the  expenses  of  the 
proceedings  and  sale;  and  the  bonds  secured  by  this  mortgage  shall" 
be  receivable  at  such  sale  as  cash,  for  the  amount  of  cash  which 
would  be  payable  on  such  bonds  out  of  the  proceeds  of  such  sale. 

That  in  case  of  the  purchase  of  said  property,  or  any  part  there- 
of, by  the  trustees,  the  same  shall  be  held  for  the  benefit  of  all  the 
bondholders  in  proportion  to  their  respective  interests  in  the  bonds, 
and  that  the  property  thus  purchased  shall  be  conveyed  to  such  per- 
sons or  corporations  as  may  be  designated  by  a  majority  in  value  of 
the  bondholders  present  at  a  meeting  of  the  bondholders  in  the  city 
of  New  York,  regularly  called  by  the  trustees,  upon  reasonable  pub- 
lic notice  published  in  two  newspapers  of  that  City,  provided  that 
such  conveyance  shall  be  made  on  such  terms  as  will,  in  the  judg- 
ment of  said  trustees,  secure  to  each  and  every  bondholder  his  just 
proportion  of  interest  in  the  property  purchased  as  aforesaid. 

That  it  is  hereby  expressly  agreed  that  in  no  case  shall  any  claim, 
benefit  or  advantage  be  taken  by  the  said  Railway  Company,  its 
successors  or  assigns,  of  any  valuation,  appraisement,  extension  or 
relief  laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  that  noth- 
ing herein  contained  shall  be  construed  as  limiting  the  right  of  the 
said  trustees  to  apply  to  the  court  for  judgment  or  decree  of  foreclo- 
sure and  sale  under  this  indenture,  or  for  the  usual  relief  in  the 
course  of  such  proceedings;  and  the  said  trustees  may,  in  their  dis- 


537 

cretion,  apply  to  any  competent  court  for  relief  by  way  of  foreclosure 
or  otherwise,  if  so  advised  by  counsel,  instead  of  taking  possession 
of  or  selling  the  said  property  when  required  to  do  so  by  bond- 
holders. 

That  the  said  Railway  Company  may  dispose  of  the  current  net 
revenue  and  income  of  all  the  said  property  and  railways  hereby 
conveyed,  in  such  manner  as  it  may  deem  best,  until  default  shall  be 
made  in  the  payment  of  the  interest  or  principal  of  said  bonds,  or  of 
any  one  or  more  of  them,  and  shall  have  the  right  to  sell  and  dispose 
of  any  such  real  estate  or  other  property  as  it  may  own  or  acquire, 
which  may  not  be  needed  or  required  for  the  purpose  and  business  of 
said  railway,  and  which  sale  and  conveyance  of  said  property  shall 
transfer  the  said  property  and  title  free  from  the  incumbrance  of  this 
mortgage  or  deed  of  trust,  and  to  change  its  track  and  make  any  and 
all  alterations  necessary  for  the  benefit  of  the  same. 

That  the  bonds  secured  herein,  except  as  to  the  first  thirty-five 
miles,  namely,  bonds  to  the  amount  of  seven  hundred  thousand  dol- 
lars which  the  trustees  are  hereby  authorized  and  directed  to  certify 
upon  demand  of  the  President  of  the  party  of  the  first  part,  are  to 
be  issued  at  the  rate  only  of  twenty  thousand  dollars  per  mile  of  com- 
pleted road,  as  follows:  that  is  to  say,  one  hundred  bonds  may  be  is- 
sued for  each  five  miles  of  railway  as  the  same  may  be  completed,  on 
the  affidavit  of  the  Chief  Engineer  of  said  Railway  Company,  that 
five  miles  have  been  so  completed  and  are  ready  for  use.  And  it  is 
agreed  between  the  parties  hereto  and  made  part  of  the  contract  with 
the  holders  of  the  bonds  secured  hereby,  that  the  trustees  herein 
shall  not  be  required  to  look  beyond  the  affidavit  of  the  Chief  En- 
gineer as  herein  provided,  and  shall  not  be  responsible  in  any  event 
for  an  act  done  in  pursuance  of  such  affidavit. 

That  it  is  further  mutually  agreed  by  and  between  the  parties 
hereto,  and  is  hereby  declared  to  be  a  condition  upon  which  the  said 
party  of  the  second  part  and  their  successor  or  isuccessors  in  the 
trust  hereby  created  have  assented  to  these  presents  and  accepted 
this  trust,  that  the  said  trustees  and  their  successors  in  this  trust  shall 
not  in  any  manner  be  held  responsible  for  the  act  of  any  co-trustee, 
or  of  any  person  employed  by  them,  unless  guilty  of  culpable  neg- 
ligence in  the  selection  of  such  employe;  nor  shall  the  trustee  be 
answerable  except  for  his  or  their  own  willful  default. 

That  the  parties  of  the  second  part,  or  their  successor  or  successors, 
shall    be  authorized    to  pay  such    reasonable   compensation    ;is   they 


538 

shall  deem  proper,  to  all  the  attorneys,  officers,  agents,  servants  and 
employes  whom  they  may  reasonably  employ  in  the  management  of 
this  trust;  and  that  the  said  trustees  and  their  successor  or  successors 
shall  have  and  be  entitle  to  just  compensation  for  all  services  they 
may  render  in  connection  with  the  trust  hereby  created,  to  be  paid 
by  the  party  of  the  first  part,  or  out  of  the  trust  estate. 

That  the  bonds  hereinbefore  described,  and  hereby  secured,  shall 
pass  by  delivery  or  by  transfer  on  the  books  of  said  Railway  Com- 
pany, and  that  after  the  registration  of  the  ownership  of  said  bonds, 
certified  thereon  by  the  Transfer  Agent  of  said  Railway  Company, 
no  transfer  of  said  bonds,  except  upon  the  transfer  books  of  said 
Company  shall  be  valid,  unless  the  last  transfer  shall  be  to  bearer, 
which  transfer  to  bearer  shall  again  render  said  bonds  transferable  by 
delivery;  and  that  said  bonds  shall  continue  subject  to  successive 
registration  and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each 
successive  holder,  provided  the  coupons  issued  with  the  same,  and 
not  due,  are  attached  to  said  bonds,  when  such  registration  is  desired, 
and  not  otherwise;  and  to  this  end  the  said  Railway  Company  shall 
keep  in  the  City  of  New  York  a  registration  or  transfer  office,  with 
the  necessary  books,  in  which  the  registration  and  transfer  of  said 
bonds  may  be  made  as  above  provided. 

That  for  the  purpose  of  designating  the  rolling  stock  which  shall  be- 
long to  the  line  of  railway  hereby  mortgaged,  it  is  hereby  agreed  by 
and  between  the  parties  hereto,  that  the  said  Railway  Company  will 
mark,  in  some  substantial  manner,  all  engines  and  cars  of  each  and 
every  class  purchased  by  it,  with  either  the  name  of  said  Company 
or  the  initials  of  its  name. 

That  the  said  Railway  Company,  its  successors  and  assigns,  further 
covenants  and  agrees  with  the  said  trustees  and  their  successors  in 
the  trust,  to  make,  execute  and  deliver  all  such  further  deeds,  in- 
struments and  assurances  as  may  from  time  to  time  be  necessary,  and 
as  the  said  trustees  or  their  successors  in  the  trust  may  be  advised  by 
counsel  learned  in  the  law,  to  be  necessary  for  the  better  securing  to 
the  parties  of  the  first  part,  their  successor  or  successors  in  the  trust, 
the  premises  hereby  .conveyed,  and  for  carrying  out  the  objects  and 
purposes  of  this  indenture.  That  the  said  Railway  Company  cove- 
nants and  agrees  with  the  said  trustees  and  their  successors  in  the 
trust,  that  it  will,  from  time  to  time,  pay  all  the  expenses  of  this 
trust,  including  the  compensation  and  expenses  of  the  transfer  agent 
herein  provided  for. 


539 

In  case  a  vacancy  shall  occur  in  this  trust,  trom  any  cause  what- 
ever, it  shall  be  lawful  for  the  said  Railway  Company,  or  any  of  the 
bondholders,  to  apply  in  writing  to  the  then  Chief  Justice  of  the  Su- 
preme Court  of  the  State  of  Texas  to  appoint  another  trustee  or 
trustees  to  supply  the  vacancy;  and  in  the  event  that  said  application 
be  made  by  any  of  the  bondholders,  then  and  in  that  case,  notice  of 
said  application  shall  be  given  to  said  Railway  Company  at  least 
ten  days  before  said  vacancy  shall  be  filled;  and  the  said  Chief  Jus- 
tice is  hereby  authorized,  upon  application  and  notice  as  aforesaid, 
without  legal  proceedings,  to  appoint  one  or  two  trustees  to  fill  the 
vacancy;  and  the  trustee  or  trustees  so  appointed  shall  be  vested 
with  all  the  title,  powers,  duties  and  estates  possessed  under  this  in- 
strument by  the  said  John  F.  Dillon  and  Henry  B.  Henson,  trustees 
herein  named. 

In  witness  whereof,  the  said  Dallas  and  Greenville  Railway  Com- 
pany has  caused  this  instrument  to  be  subscribed  in  its  name  by  its 
Vice  President  [the  President  being  absent  from  the  State]  and 
Secretary,  and  attested  by  its  corporate  seal;  and  the  said  trustees, 
for  the  purpose  of  testifying  to  their  acceptance  of  the  trust  hereby 
created,  have  also  subscribed  their  names. 

THE    DALLAS    AND    GREENVILLE    RAILWAY  COMPANY, 
[l.  s.]  By  Jas.  A.  Baker, 


Attest: 

D.  S.  H.  Smith, 

Secretary. 


Vice  President. 


foHN   F.  Dillon, 
H  enry  H.  Henson. 


SSI 


State  01    New  York,  i 
County  of   New    York,  \ 

Be  it  known,  that  on  the  30th  day  of  November,  one  thousand 
eight  hundred  and  eighty-six,  before  me,  W.  W.  Cotton,  a  Notary 
Public  in  and  for  the  State  of  New  York,  duly  commissioned  and 
sworn,  personally  came  and  appeared  John  F.  Dillon  and  H.  B. 
Henson,  to  me  personally  known,  and  known  to  me  to  be  the  same 
persons  described  in,  and  who  executed  the  within  mortgage  or  trust 
indenture,  and  said  John  F.  Dillon  and  said  H.  B.  Henson  severally 
acknowledged  the  same  to  be  their  act  and  deed:  and  that  they  exe- 


54o 

cuted  the  same  for  the  purpose  and  consideration  therein  expressed. 
In  testimony  whereof,  I  have  hereunto   subscribed  my  name  and 
affixed  my  seal  of  office,  the  day  and  year  last  above  written. 

W.  W.  Cotton, 
[l.  s.]  Notary  Public,  Kings  County,  N.  Y. 


State  of  Texas,  \ 
County  of  Harris.  \ 

Before  me,  H.  M.  Curtin,  a  Notary  Public  in  and  for  the  said  State 
and  county,  on  this  day  personally  appeared  Jas.  A.  Baker,  Vice 
President  and  acting  President  of  The  Dallas  and  Greenville  Rail- 
way Company,  known  to  me  to  be  the  person  whose  name  is  subscribed 
to  the  foregoing  instrument  of  writing,  and  acknowledged  to  me  that 
he  had  signed  the  same  in  his  capacity  of  Vice  President  and  act- 
ing President  for  the  purposes  and  consideration    therein   expressed. 

Given  under  my  hand  and  seal  of  office  at  Houston,  Texas,  this 
thirteenth  day  of  December,  1886. 

H.  M.  Curtin, 
[l.  s.]  Notary  Public,  Harris  County,  Texas. 


The  Dallas  and  Greenville  Railway  Company 


TO 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY. 


-* — <» » ■>  ■» 


CONTRACT  OF  SALE. 


THIS  INDENTURE  AND  CONTRACT,  made  on  the 
day  of  ,  in  the  year  of  our  Lord  one  thousand 

eight  hundred  and  eighty-six,  by  and  between  the  Dallas  and  Green- 
ville Railway  Company,  a  corporation  created  by  and  under  the 
laws  of  the  State  of  Texas,  party  of  the  first  part,  and  the  Mis- 
souri, Kansas  and  Texas  Railway  Company,  a  corporation  creat- 
ed under  the  laws  of  the  States  of  Kansas  and  Missouri,  and  having 
corporate  rights  and  franchises  under  the  laws  of  Texas,  party  of  the 
second  part. 

WITNESSETH: 

That  Whereas,  The  railroad  of  the  party  of  the  first  part  con- 
nects with  the  railroad  of  the  party  of  the  second  part  at  both  Dallas 
and  Greenville;  and, 

Whereas,  The  party  of  the  second  part  is  the  owner  of  a  ma- 
jority of  the  capital  stock  of  the  party  of  the  first  part;  and, 

Whereas,  The  party  of  the  second  part  has  corporate  power  and 
authority  to  purchase,  lease,  join  stocks  and  unite  or  consolidate 
with,  and  to  acquire  and  merge  into  itself  all  or  any  part  of  the  prop- 
erty, rights,  privileges  and  franchises  of  any  connecting  railroad 
company; 

Now,    THEREFORE,     THIS    INDENTURE  AND    CONTRACT    FURTHER    WIT 

NESSETH: 

That  the  said  party  of  the  first  part,  for  and  in  consideration  of  the 


542 

sum  of  one  hundred  dollars,  lawful  money  of  the  United  States,  to  it 
in  hand  paid  at  and  before  the  ensealing  and  delivery  of  these  pres- 
ents, receipt  whereof  is  hereby  acknowledged,  and  for  other  and 
further  lawful  considerations,  hereinafter  mentioned,  hath  merged 
itself  into  the  party  of  the  second  part,  under  its  own  proper  and  cor- 
porate name  of  the  Missouri,  Kansas  and  Texas  Railway  Company, 
on  the  terms  and  conditions  herein  and  hereby  agreed  upon  and  con- 
tained, by  granting,  bargaining,  selling,  aliening,  remising,  assigning, 
transferring,  conveying  and  confirming  unto  the  party  of  the  second 
part,  its  successors  and  assigns,  all  the  franchises,  corporate  rights 
and  privileges  of  the  said  party  of  the  first  part,  its  successors  and  as- 
signs, together  with  its  track,  road-bed,  railroad,  buildings,  rolling 
stock,  engines,  tools,  bonds,  stocks,  grants,  privileges,  property,  real 
and  personal,  and  every  right,  title  and  interest  in  or  to  any  fran- 
chises, real  or  personal,  and  all  rights  of  every  name  and  kind  which 
the  party  of  the  first  part  possesses,  or  in  which  the  party  of  the  first 
part  has  any  right,  privilege  or  interest,  situated  and  being  in  the 
State  of  Texas,  or  elsewhere;  the  object  and  intent  of  this  contract, 
conveyance  and  agreement  being  to  so  merge  the  rights,  powers  and 
privileges  of  the  party  of  the  first  part  into  the  party  of  the  second 
part,  as  that  the  party  of  the  second  part,  under  its  own  charter,  cor- 
porate name  and  organization,  shall,  without  impairing  any  existing 
right,  exercise  in  addition  thereto  all  the  powers,  privileges  and  fran- 
chises, and  own  and  control  all  railroads  and  properties  that  the 
party  of  the  first  part  now  exercises  or  owns,  or  by  its  charter,  or' 
the  laws,  it  has  the  right  to- own,  exercise  or  control; 

Provided,  however,  that  the  corporate  franchises  of  the  party  of 
the  first  part,  to  be  and  remain  a  corporation  until  such  time  as  may 
be  hereafter  agreed  upon  for  its  dissolution,  shall  not  be  impaired  or 
infringed  upon  by  anything  contained  in  this  contract  and  indenture; 
and 

Provided  also,  that  nothing  herein  contained  is  intended  to  or 
shall  impair  any  legally  existing  contract,  by  mortgage  or  otherwise, 
of  the  party  of  the  first  part,  and  especially  the  mortgage  authorized 
to  be  made  and  executed  on  November  5th,  1886,  to  John  F.  Dillon 
and  Henry  B.  Henson,  trustees,  dated  the  first  day  of  December,  1886, 
to  secure  bonds  to  be  issued  from  time  to  time  according  to  its  terms 
and  conditions;  and-also  especially  to  the  contract  authorized  to  be 
made  and  executed  on  November  5th,  1886,  for  the  joint  use  and  occu- 
pancy of  the  track  of  said  Railway  Company  by  the  Missouri,  Kan- 
sas and  Texas  Railway  Company,  the  St.  Louis,  Iron  Mountain   and' 


543 

Southern  Railway  Company,  and  the  Daingerfield  and  Texarkana 
Railway  Company  when  organized,  subject  to  which  said  mortgage 
and  all  bonds  that  are  or  may  be  issued  thereunder,  and  to  said  con- 
tract for  joint  use  and  occupancy,  this  contract  and  conveyance  is 
taken  by  said  second  party  hereto.  And  the  said  party  of  the  sec- 
ond part  hereto,  as  a  further  consideration  for  this  contract  and  con- 
veyance, is  to  perform  and  fulfill  all  the  charter  obligations  of  the 
party  of  the  first  part  to  the  State  of  Texas  and  to  the  public. 

The  corporate  existence  of  the  party  of  the  first  part  shall  be 
maintained,  and  its  power  to  carry  out  all  the  existing  contracts  and 
obligations  remains  unimpaired. 

This  conveyance  is  duly  authorized  by  the  corporate  action  of  the 
party  of  the  first  part. 

In  witness  whereof,  the  said  Dallas  and  Greenville  Railway  Com- 
pany, party  of  the  first  part,  has  caused  this  instrument  to  be  sub- 
scribed by  its  Vice  President,  [its  President  being  absent  from  the 
State,]  and  Secretary,  and  the  corporate  seal  of  said  Company  to  be 
affixed  thereto,  this  day  of  ,  one  thousand  eight  hun- 

dred and  eighty-six. 


DALLAS  AND  WACO 


RAILWAY   COMPANY. 


The  Dallas  and  Waco  Railway  Company  was  organ- 
ized under  the  genera)  laws  of  the  State  of  Texas,  by 
Articles  of  Association,  dated  December  17th,  1886, 
which  were  filed  in  the  office  of  the  Department  of  State 
December  23d,  1886. 

Under  its  charter,  it  was  authorized  to  construct,  main- 
tain and  operate  a  railway  from  Dallas,  in  Dallas  county, 
Texas,  through  the  counties  of  Dallas,  Ellis,  Hill  and 
McLennan,  to  the  City  of  Waco,  in  McLennan  county, 
Texas,  a  distance  of  ninety  miles. 

At  a  meeting  of  the  Board  of  Directors,  held  January 
13th,  1887,  a  resolution  was  passed,  authorizing  and  in- 
structing the  President  to  contract,  as  early  as  practica- 
ble, for  the  construction  of  the  road  of  said  Company, 
including  the  furnishing  of  the  rails,  ready  for  use,  and 
to  report  such  contract  as  he  might  make  to  the  Board. 

At  a  meeting  of  the  Board  of  Directors  of  this  Com- 
pany,  held  on  January  25th,  1887,  the  President  was  in- 
structed to  make  contract  with  Guy  Phillips,  of  the  City 
and  State  of  New  York,  for  the  construction  and  com- 
pletion of  its  line  of  railway,  and  prescribing  the  form  of 
contract  to  be  made;    the  consideration  to  be  paid  said 


546 

Phillips  to  be  twenty  thousand  dollars  per  mile  of  the 
first  mortgage  six  per  cent,  bonds,  and  ten  thousand 
dollars  per  mile  of  the  full  paid  capital  stock  of  the 
Company,  for  each  and  every  mile  of  railroad  so  con- 
structed. 

At  a  meeting  of  the  Board  of  Directors,  held  January 
25th,  1887,  a  resolution  was  passed  calling  a  meeting  of 
the  stockholders  of  the  Company,  on  the  7th  of  April, 
1887,  to  determine  whether  the  Company  would  issue  a 
series  of  bonds  of  twenty  thousand  dollars  per  mile  and 
secure  their  payment  by  mortgage,  or  trust  deed,  on  said 
railway,  its  franchises,  all  its  corporate  property,  rights 
and  appurtenances. 

At  a  meeting  of  the  stockholders  of  the  Company, 
held  April  7th,  1887,  resolutions  were  passed  authorizing 
the  proper  executive  officers  of  the  Company  to  make 
and  execute  the  bonds  of  the  Company,  to  the  extent  of 
twenty  thousand  dollars  per  mile,  on  the  entire  length  of 
its  railway,  built  and  to  be  built;  said  bonds  to  be  issued 
only  as  fast  as  said  railroad  should  be  built,  and  not  in 
advance  thereof,  and  to  be  on  equality,  as  far  as  regards 
security  for  the  payment  thereof,  notwithstanding  that 
they  may  be  issued  after  their  date,  and  at  different 
times,  and  signed  by  officers  of  said  Company  who  may 
be  successors  to  those  now  representing  it,  and  certified 
to  by  trustees  who  may  be  successors  to  those  named 
in  the  deed  of  trust  securing  said  bonds;  said  bonds  to 
bear  date  the  7th  day  of  April,  1887,  and  payable  to 
bearer  thirty  years  after  the  1st  day  of  April,  1887,  for 
one  thousand  dollars  each,  in  the  gold  coin  of  the  United 
States,  and  bearing  interest  at  the  rate  of  six  per  cent, 
per  annum,  payable  semi-annually.  It  was  also  resolved 
that  said  executive  officers  be  authorized  and  instructed 
to  make,    execute  and  deliver,  in  the  name  of  the  Com- 


547 

pany,  a  mortgage,  or  trust  deed,  conveying  to  John  F. 
Dillon  and  Henry  B.  Henson,  as  trustees,  the  Compa- 
ny's line  of  railway,  its  franchises  and  corporate  property, 
to  secure  the  payment  of  the  bonds  issued  in  pursuance 
of  the  foregoing  resolutions. 

At  a  meeting  of  the  Board  of  Directors,  held  on  May 
20th,  1887,  a  meeting  of  the  stockholders  was  called,  to 
be  held  on  the  28th  day  of  July,  1887,  to  rescind  the 
proceedings  of  the  stockholders  of  the  7th  April,  1887, 
authorizing  the  mortgage  in  the  form  then  prescribed  by 
said  meeting,  and  then  and  there  to  consider  and  deter- 
mine whether  said  Company  will  issue  bonds  and  mort- 
gages in  accordance  with  the  resolution  of  the  Board  of 
Directors,  of  date  January  27th,  1887.  A  resolution 
was  also  passed,  rescinding  and  repealing  the  resolution 
passed  7th  of  April,  1887,  authorizing  the  executive  offi- 
cers to  sign  and  execute  the  bonds  and  mortgage. 

At  a  meeting  of  the  Board  of  Directors  of  the  Dallas 
and  Waco  Railway% Company,  held  on  the  15th  day  of 
July,  1887,  a  resolution  was  passed,  authorizing  the 
President,  in  the  name  of  the  Company,  to  make  and 
enter  into  a  contract  with  the  Missouri,  Kansas  and  Tex- 
as Railway  Company  and  the  St.  Louis,  Iron  Mountain 
and  Southern  Railway  Company  for  the  joint  use  of  this 
Company's  track,  from  Dallas  to  Waco,  when  com- 
pleted. 

At  a  meeting  of  the  stockholders  of  the  Company, 
held  on  the  28th  of  July,  1887,  a  resolution  was  passed 
repealing  the  resolution  passed  on  April  7th,  1S87,  by 
the  stockholders  authorizing  the  issuing  of  the  bonds  of 
said  Company  at  the  rate  of  twenty  thousand  dollars  per 
mile,  and  the  mortgage  of  all  of  its  corporate  property 
and  franchises  to  secure  their  payment;  in  this  resolution 


54^ 

it  was  declared  that  said  bonds  or  mortgage  were  never 
issued  nor  made. 

At  this  meeting  of  the  stockholders  a  resolution  was 
passed  authorizing  the  proper  executive  officers  of  the 
Company  to  make  and  execute  the  bonds  of  the  Com- 
pany, to  the  extent  of  twenty  thousand  dollars  per  mile 
on  the  entire  length  of  its  railway,  built  and  to  be  built, 
said  bonds  to  be  issued  only  as  fast  as  said  railway  shall 
be  built,  and  not  in  advance  thereof,  and  to  be  on  an 
equality  so  far  as  regards  security  for  the  payment  there- 
of, and  notwithstanding  they  may  be  issued  after  their 
date,  and  at  different  times,  and  signed  by  the  officers  of 
said  Company  who  may  be  successors  to  those  now 
representing  it,  and  certified  by  trustees  who  might 
be  successors  to  those  named  in  the  deed  of  trust  secur- 
ing said  bonds;  said  bonds  to  bear  date  June  ist,  1887, 
and  payable  to  bearer  thirty  years  after  the  ist  day  of 
June,  1887,  for  one  thousand  dollars  each,  in  gold  coin 
of  the  United  States,  to  bear,  interest  at  the  rate  of  six 
per  centum  per  annum,  payable  semi-annually.  It  was 
further  resolved  that  said  executive  officers  be  authoriz- 
ed to  make,  execute  and  deliver,  under  the  corporate 
seal  of  the  Company,  a  mortgage,  or  trust  deed,  bearing 
date  June  ist,  1887,  conveying  to  John  F.  Dillon  and 
Henry  B.  Henson,  as  trustees,  to  secure  the  payment  of 
said  bonds  and  interest  thereon,  (but  subject  to  the  con- 
tract authorized  and  executed  on  the  15th  of  July,  1887, 
by  this  Company,  for  the  joint  use  and  occupancy  of  the 
track  of  said  Railway  Company  by  the  Missouri,  Kansas 
and  Texas  Railway  Company  and  the  St.  Louis,  Iron 
Mountain  and  Southern  Railway  Company),  the  said 
Company's  railway,  built  and  to  be  built,  from  Dallas, 
Texas,  to  the  city  of  Waco,  and  all  other  lines  and  exten- 
sions that  might  be  built  thereafter  by  said  Company  un- 


549 

der  its  then  charter,  or  any  amendment  thereof  there- 
after procured,  together  with  its  franchises,  and  all  of  its 
rolling  stock,  equipments  and  all  other  property,  real  and 
personal,  appertaining  to  the  operation  of  said  railway. 

In  the  order  made  by  the  Honorable  Circuit  Court  of 
the  United  States  for  the  District  of  Kansas,  in  the 
eighth  circuit,  on  the  25th  day  of  September,  1888,  in 
the  suit  of  the  Mercantile  Trust  Company,  trustee,  com- 
plainant, vs.  Missouri,  Kanas  and  Texas  Railway  Com- 
pany and  the  Missouri  Pacific  Railway  Company,  de- 
fendants, wherein  George  A.  Eddy  and  Harrison  C. 
Cross  were  appointed  Receivers  of  the  property  of  the 
Missouri,  Kansas  and  Texas  Railway  Company,  cover- 
ered  by  the  general  mortgage  and  the  several  supple- 
mentary mortgages  thereto,  it  was  ordered  and  provid- 
ed: "  It  appearing  to  the  Court  that  the  Missouri,  Kansas 
"  and  Texas  Railway  Company  has  commenced  or  pro- 
"  moted  the  construction  of  a  branch  railroad  from  Dal- 
"las,  in  the  State  of  Texas,  to  or  towards  Waco,  in  said 
'■*  State,  and  has  expended  a  very  considerable  sum  of 
"  money  thereon,  and  that  the  Company  constructing 
"  said  road  is  under  a  statutory  obligation  to  complete 
"and  equip  at  least  ten  miles  of  the  same  prior  to  the 
"26th  day  of  December,  1888,  and  upon  such  comple- 
"  tion,  the  said  Missouri,  Kansas  and  Texas  Railway 
"Company  will  be  entitled  to  certain  stocks  and  bonds, 
"and  upon  failure  so  to  complete,  will  forfeit  all  of  the 
"  corporate  franchises  and  rights  to  said  branch  railroad; 
"wherefore,  the  Receivers  are  authorized,  if  in  their 
"judgment  it  shall  be  to  the  best  interest  of  all  parties 
"  concerned,  to  build  and  equip  the  ten  miles  of  said 
"road,  and  in  all  respects  to  comply  with  the  statutory 
"  requirements  of  the  State  of  Texas  in  relation  thereto." 


55o 

In  the  same  cause,  the  Honorable  Circuit  Court,  on 
March  2  2d,  1889,  made  its  order  as  follows: 

"The  petition  of  the  Receivers  asking  advice  and  di- 
"  rection  from  the  Court  as  to  whether  they  shall  be  au- 
"  thorized  to  complete  the  branch  line  of  road  from  Lan- 
"  caster  to  Waxahachie,  Texas,  having  been  presented 
"  to  this  Court,  and  having  fully  considered  the  same, 
"and  being  fully  advised  in  the  premises,  it  is  ordered 
"  that  the  said  Receivers  be,  and  are  hereby  authorized 
"  to  complete  the  line  of  railroad  from  Lancaster  to  Wax- 
"  ahachie,  State  of  Texas,  and  for  that  purpose  to  pur- 
"  chase  the  necessary  materials,  and  employ  the  neces- 
"  sary  labor,  and  to  pay  for  the  same  out  of  the  earnings 
"  of  the  said  railway  in  their  possession." 


ARTICLES  OF  INCORPORATION 


DALLAS    AND    WACO   RAILWAY    COMPANY. 


Know  all  Men  by  these  Presents: 

That  we,  the  undersigned,  subscribers  to  the  capital  stock  of  the 
Railway  Company  hereinafter  designated  and  named,  desiring  to 
form  ourselves  into  a  corporation,  for  the  purpose  of  constructing, 
owning,  maintaining  and  operating  a  railway  and  telegraph  line  along 
it,  for  the  purpose  of  operating  said  railway,  pursuant  to  the  laws  of 
the  State  of  Texas,  do  hereby  adopt  the  following  Articles  of  Incor- 
poration: 

Article  i.  The  name  of  said  corporation  shall  be  the  Dallas  and 
Waco  Railway  Company. 

Article  2.  It  is  intended  to  construct  said  railway  from  Dallas, 
in  Dallas  county,  Texas,  through  the  counties  of  Dallas,  Kllis,  Hill 
and  McLennan,  Texas,  a  distance  of  ninety  miles. 

Article  j.     The  principal  business  office  of  said  railway   corpora 
tion  shall  be  established  and  maintained  at  Dallas,  in  Dallas  county, 
Texas. 

Article  4.  Said  corporation  shall  commence  from  the  date  at 
which  the  articles  shall  be  filed  and  recorded  in  the  office  of  the 
Secretary  of  State  for  the  State  of  Texas;  and  shall  continue  fifty 
years. 

Article  J.  The  capital  stock  of  said  corporation  shall  l>e  one 
million  eight  hundred  thousand  dollars,  divided  into  eighteen  thous- 
and shares  of  one  hundred  dollars  each. 


552 

Article  6.  The  names  and  places  of  residence  of  the  several  per- 
sons forming  this  association  for  incorporation,  are  as  follows:  Jas.  A. 
Baker,  of  Harris  county,  Texas;  G.  J.  Gooch,  of  the  same  county  and 
State;  W.  H.  Abrams,  of  Dallas,  Dallas  county,  Texas;  E.  M.  Beck- 
with,  of  the  same  county  and  State;  William  Kerrigan,  of  the  City 
of  St.  Louis,  Missouri;  W.  A.  Newman,  of  the  same  city  and  State; 
George  C.  Smith,  of  the  same  city  and  State;  George  Dumble,  of 
Houston,  Texas;  M.  Looscan,  of  Houston,  Texas;  L.  M.  Rich,  of 
Houston,  Texas. 

Article  7.  The  government  of  said  corporation  and  the  man- 
agement of  its  affairs  shall  be  vested  in  a  Board  of  Directors,  con- 
sisting of  seven  stockholders,  and  the  names  of  the  members  of  the 
first  Board  of  Directors  and  the  places  of  their  residence  are  as  fol- 
lows: Jas.  A.  Baker,  of  Harris  county,  Texas;  G.  J.  Gooch,  of  Har- 
ris county,  Texas;  W.  H.  Abrams,  of  Dallas  county,  Texas;  E.  M. 
Beckwith,  of  Dallas  county,  Texas;  Wm.  Kerrigan,  of  the  City  of 
St.  Louis,  Mo.;  W.  A.  Newman,  of  the  City  of  St.  Louis,  Mo.;  Geo. 
C.   Smith,  of  the  City  of  St.   Louis,   Mo. 

Witness  our  hands,  this  17th  day  of  December,  1886. 

(Signed)  Jas.  A.  Baker, 

G.  J.  Gooch, 
W.  H.  Abrams, 
E.  M.  Beckwith, 
Wm.  Kerrigan, 
W.  A.  Newman, 
Geo.  C.  Smith, 
,  Geo.  Dumble, 

M.  Looscan, 
L.  M.  Rich. 


Tee  State  of  Missouri.  I 
City  of  St.  Louis.         \ 

Before  me,  Stephen  D.  Barlow,  a  Notary  Public  in  and  for  the  city 
and  State  aforesaid,  duly  commissioned,  sworn  and  acting,  this  day 
personally  appeared  George  C.  Smith,  W.  A.  Newman  and  Wm. 
Kerrigan,  each  of  whom  is  known  to  me  to  be  a  Director  named  in 
the  Articles  of  Incorporation  of  the  Dallas  and  Waco  Railway  Com- 
pany, and  which  Articles  are  hereto  prefixed  for  certainty  of  identi- 


553 

ty,  and  being  by  me  duly  sworn,  each  of  them  says  on  oath  that  he 
is  a  Director  named  in  said  Articles  of  Incorporation;  and  that  stock 
to  the  amount  of  one  thousand  dollars  for  every  mile  of  said  road 
so  intended  to  be  built,  has  in  good  faith  been  subscribed,  and  that 
five  per  cent,  of  the  amount  subscribed  has  been  paid  in  to  the  Di- 
rectors named  said  Articles  of  Incorporation. 

»  (Signed)  Geo.  C.  Smith, 

W.  A.  Newman, 
Wm.  Kerrigan. 
Sworn  to  and  subscribed  before  me,  this  20th   day  of  December, 
1886. 

(Signed")  Stephen  D.  Barlow, 

[l.  s.]  Notary  Public. 


Attorney  General's  Office,     j 
Austin,  December  23,  1886.  j 

This  is  to  certify  that  the  original  Articles  of  Incorporation  of  the 
Dallas  and  Waco  Railway  Company  were  submitted  to  me  on 
the  twenty-third  day  of  December,  1886,  and  that  having  carefully 
examined  the  same  I  find  them  in  accordance  with  the  provisions  of 
chapter  one,  title  eighty-four,  of  the  Revised  Statutes  ot  Texas,  and 
not  in  conflict  with  the  laws  of  the  United  States  or  of  the  State  of 
Texas. 

As  witness  my  official  signature  and  the  seal  of  said  office. 

John  D.  Templeton, 
rL   s-i  Attorney  General. 


[  ENDORSED.] 

Articles  of    Incorporation  of   the  Dallas  and  Waco  Railway   Com 
pany.     Filed  for  record  in  the  Department  of  State,  December  23, 

A.   D.   1886. 

(Signed)  J-  W.  Baines, 

Secretary  of  state. 


554 


The  State  of  Texas, 
Department  of  State. 


I,  Jos.  W.  Baines,  Secretary  of  State  of  the  State  of  Texas,  do 
hereby  certify  that  the  foregoing  is  a  true  copy  of  the  original  charter 
of  the  Dallas  and  Waco  Railway  Company,  with  endorsements  there- 
on, as  now  appears  of  record  in  this  department. 

Witness  my  official  signature  and  the  seal 'of  State  affixed,  at  the 
City  of  Austin,  this  27th  day  of  December,  A.  D.  1886. 

J.  W.  Baines, 
[l.  s.]  Secretary  of  State. 


DALLAS  AND  WACO 
RAILWAY     COMPANY, 


CONSTRUCTION  CONTRACT. 


THIS  A  GREEMENT,  made  and  entered  into  this  day  of 

January,  one  thousand  eight  hundred  and  eighty-seven,  by  and  be- 
tween The  Dallas  and  Waco  Railway  Company,  a  corporation 
duly  organized  under  the  laws  6f  the  State  of  Texas,  party  of  the 
first  part,  and  Guy  Phillips,  of  the  City  and  State  of  New  York, 
and  his  successors  or  assigns,  party  of  the  second  part; 

WITNESSETH: 

Whereas,  The  party  of  the  first  part  desires  the  construction  of 
its  line  of  railway  extending  from  Dallas,  in  Dallas,  county,  Texas,  to 
Waco,  in  McLennan  county,  Texas, a  distance  of  about  ninety  miles; 

And  Whereas,  The  party  of  the  second  part,  under  an  informal 
understanding,  has  been  engaged  in  the  construction  of  said  railway, 
and  is  willing  to  complete  the  same  upon  the  terms  hereinafter  pro- 
vided; 

Now,  THEREFORE,  the  part)'  of  the  second  part, — the  party  of  the 
first  part  keeping  and  performing  its  agreements  hereinafter  con- 
tained,— hereby  agrees  with  said  party  of  the  first  part,  that  he  will 
construct  and  complete  said  line  of  railway  ready  for  operation,  in 
a  good  and  wofkmanlike  manner,  as  good  in  all  respects  as  the  pres- 
ent lines  of  railway  of  the  Missouri.  Kansas  and  Texas  Railway 
Company  in  said  State  of  Texas; 


556 

That  the  rails  to  be  placed  thereon  shall  be  of  an  approved  pattern 
of  steel  rails,  and  weigh  not  less  than  fifty-six  pounds  to  the  yard; 
that  the  ties  used  thereon  shall  equal  at  least  twenty-five  hundred  to 
the  mile; 

That  he  will  build  suitable  and  sufficient  station  houses  for  freight 
and  passengers;  that  the  bridge  or  bridges  that  may  occur  on  said 
line  shall  be  good  and  substantial  bridges  of  a  pattern  to  be  ap- 
proved by  the  Engineer  of  the  party  of  the  first  part; 

That  he  will  complete  said  railway  ready  for  the  running  of  trains 
thereon  within  months  from   the  date  hereof;  it  being  under- 

stood and  agreed  that  if  the  construction  of  said  railway  is  delayed, 
or  the  party  of  the  second  part  in  any  manner  hindered  or  delayed 
by  the  action  of  any  court,  by  injunction  or  by  legal  proceedings  in 
procuring  right  of  way,  that  the  delay  in  time  so  caused  shall  be 
added  to  the  time  above  limited  for  completing  said  railroad. 

The  party  of  the  first  part  hereby  agrees  with  the  party  of  the 
second  part,  he  building  said  railroad  in  manner  and  form  as  herein- 
before provided,  that  it  will  pay  to  the  party  of  the  second  part  for 
building  and  completing  said  railroad  as  follows:  Twenty  thousand 
dollars  per  mile  of  the  first  mortgage  six  per  cent,  bonds,  and  ten 
thousand  dollars  per  mile  of  the  full  paid  capital  stock  of  said  party 
of  the  first  part,  for  each  and  every  mile  of  said  railroad  so  con- 
structed. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  this 
agreement  to  be  subscribed  in  its  corporate  name  by  its  President, 
and  its  seal  to  be  hereunto  affixed,  and  the  said  party  of  the  second 
part  has  subscribed  his  name  hereto,  the  day  and  year  first  above 
written. 


The  Dallas  and  Waco  Railway  Company 

AND 

The  Missouri,  Kansas  and  Texas  Railway  Company, 

WITH  THE    • 

St.  Louis,  Iron  Mountain  and  Southern  Railroad  Company. 


CONTRACT  FOR  JOINT  USE  OF  TRACK. 


THIS  AGREEMENT,  made  and  entered  into  this  15th  day  of 
July,  1887,  by  and  between  the  Dallas  and  Waco  Railway  Com- 
pany, a  corporation  organized  under  the  laws  of  the  State  of  Texas, 
and  the  Missouri,  Kansas  and  Texas  Railway  Company,  a  cor- 
poration organized  under  the  laws  of  Kansas,  and  under  an  act  of 
the  legislature  of  the  State  of  Texas  owning  certain  lines  of  railway 
in  said  State  of  Texas,  parties  of  the  first  part,  and  the  St.  Louis, 
Iron  Mountain  and  Southern  Railway  Company,  a  corporation 
organized  under  the  laws  of  the  States  of  Missouri  and  Arkansas, 
party  of  the  second  part; 

Whereas,  The  said  Dallas  and  Waco  Railway  Company  is  about 
constructing  its  line  of  railway  from  Dallas,  in  Dallas  county,  State 
of  Texas,  through  the  counties  of  Dallas,  Ellis,  Hill  and  McLennan, 
in  said  State  of  Texas,  via  Waco,  a  distance  of  about    ninety    miles; 

And  Whereas,  Negotiations  for  the  acquisition  by  the  said   Mis 
souri,    Kansas    and    Texas    Railway    Company    of  the   railway  and 
property  of  said  Dallas  and  Waco  Railway  Company,  are  now  pend 
ing; 

And  Whereas,   Under  and  by  virtue  of  a  certain  agreement  hen 
tofore    entered    into    between    the  said  Missouri.  Kansas  and  Texas 


558 

Railway  Company  and  the  Dallas  and  Greenville  Railway  Company, 
of  the  one  part,  and  the  party  hereto  of  the  second  part,  and  the 
Texarkana  and  Daingerfield  Railway  Company,  of  the  other  part, 
each  of  said  Companies  acquired  the  right  of  joint  use  and  occu- 
pancy of  the  other's  line  of  railway,  constituting  a  part  of  the 
through  line  of  railway  between  Texarkana  and  Dallas; 

And  Whereas,  The  interests  of  the  parties  to  this  agreement  will 
be  mutually  promoted  by  the  joint  use  and  occupancy  of  the  line 
of  railway  of  said  Dallas  and  Waco  Railway  Company,  as  an  exten- 
sion of  the  line  between  Texarkana  and  Dallas,  the  joint  use  and  oc- 
cupancy of  which  was  granted  in  and  by  the  agreement  hereinbefore 
referred  to; 

NOW,    THEREFORE,    THIS    AGREEMENT    WITNESSETH: 

First.  That  the  said  parties  of  the  first  part  do  hereby  severally 
give  and  grant  unto  the  said  party  of  the  second  part,  a  joint  use  and 
occupancy  of  the  said  line  of  railway  between  Dallas  and  Waco,  or 
such  other  point  in  McLennan  county  as  said  railway  may  terminate, 
with  the  privilege  and  right  of  running  the  trains  of  the  said  second 
party  in  either  direction  over  said  railway,  and  of  collecting  the  tolls 
and  revenues  from  freight  and  passengers  transported  between  said 
points  and  points  beyond  on  the  line  of  said  second  party,  upon  the 
terms  and  conditions  hereinafter  prescribed. 

Second.  The  said  second  party  hereby  agrees  to  pay  to  said  Dal- 
las and  Waco  Railway  Company,  or  in  case  the  said  Dallas  and 
Waco  Railway  Company  shall  have  been  acquired  by  the  said  Mis- 
souri, Kansas  and  Texas  Railway  Company,  to  pay  to  said  Missouri, 
Kansas  and  Texas  Railway  Company  as  compensation  for  such  joint 
use  and  occupancy  of  the  said  railway  between  Dallas  and  Waco,  or 
other  point  of  termination,  so  granted  as  aforesaid,  one-half  of  the 
interest  accruing  during  the  continuance  of  this  agreement  upon  the 
bonds  actually  issued  and  outstanding  upon  the  line  of  railway  so 
jointly  used  and  occupied,  as  herein  provided,  and  in  addition  there- 
to such  proportion  of  the  cost  of  maintenance  of  such  railway,  in- 
cluding taxes  and  assessments,  as  the  traffic  based  on  wheelage  of 
the  party  of  the  second  part  passing  over  said  railway,  bears  to  the 
whole  amount  of  traffic  over  such  railway. 

Third.  It  is  understood  and  agreed  between  the  parties  hereto 
that  when  the  line  ol  railway  of  said  Dallas  and  Waco  Railway 
Company  shall  have  been  completed  in  good  running  order,  and   the 


559 

time  for  such  joint  use  and  occupancy  shall  have  arrived  in  accord- 
ance with  the  provisions  of  this  agreement,  the  said  railway  shall  be 
placed  in  charge  of  a  Superintendent  to  be  agreed  upon  and  ap- 
pointed by  the  parties  to  this  agreement,  whose  duty  it  shall  be  to  at- 
tend to  the  maintenance  of  such  road,  and  to  establish  such  police 
regulations  as  shall  be  necessary  and  proper  in  the  handling  of  trains 
over  said  line;  and  it  shall  be  the  duty  of  such  Superintendent  to  ex- 
amine and  certify  as  to  the  accuracy  of  all  bills  for  maintenance  and 
other  expenditures  for  joint  account,  and  all  such  accounts  shall  be 
audited  monthly,  and  statements  in  detail  forwarded  to  each  party 
on  or  before  the  twentieth  of  each  month,  covering  all  expenditures 
and  liabifities  for  joint  account  to  and  including  the  last  day  of  the 
preceding  month,  and  all  such  accounts  shall  be  adjusted,  and  all 
audited  bills  paid  within  ten  days  after  such  monthly  statement  of 
account  shall  have  been  furnished. 

Fourth.  It  is  further  agreed  to  be  the  true  intent  and  meaning 
of  this  agreement  that  each  party  shall  be  placed  on  an  equality  in 
the  joint  use  and  occupancy  of  the  railway  between  Dallas  and 
Waco,  or  other  terminus  of  said  Dallas  and  Waco  Railway  Com- 
pany, and  that  the  trains  of  each  party  shall  be  run  over  the  same 
between  said  points  without  interruption. 

Fifth.  It  is  further  agreed  that  the  joint  use  and  occupancy  of 
said  railway  between  Dallas  and  Waco,  or  other  terminus,  shall  com- 
mence immediately  upon  the  completion  of  the  railway  of  said  Dal- 
las and  Waco  Railway  Company  to  Hillsborough,  in  Hill  county, 
State  of  Texas,  provided  the  railway  of  the  Texarkana  and  Dainger- 
field  Railway  Company,  between  Texarkana  and  Daingerfield,  shall 
then  have  been  completed  ready  for  operation,  shall  continue  for 
and  during  the  period  of  ninety-nine  years  thereafter,  and  that  the 
compensation  herein  specified  and  agreed  upon  shall  be  paid  quar 
terly  on  the  first  days  of  January,  April,  July  and  October  in  each 
year. 

Sixth.      It  is  further  agreed  that    in    rase  any  dispute  shall  an 
to  the  construction  of  this  agreement,  the  question  shall  be  submitted 
to  two  arbitrators,  one  to  be  named  by  each  parly  hereto,  and  if  they 
cannot  agree,  they  shall  call  in  a  third,  whose  decision  shall  be  final 
in  the  matter. 

Seventh.  It  is  understood  and  agreed  that  neither  party  hereto 
shall  be  liable  for  any  of  the  contracts,  defaults  or  negligences  of  the 


560 

other  party  hereto,  and  if  so  held  liable,  shall  be  entitled  to  reim- 
bursement, to  be  paid  at  the  same  time  and  in  the  same  manner  as 
compensation  for  joint  use  and  as  a  part  thereof,  but  in  addition  to 
the  amount  in  this  agreement  provided. 

Eighth.  It  is  further  agreed  that  if  the  aforesaid  compensation 
shall  at  any  time  be  and  remain  in  default  for  a  period  of  six  months 
after  demand,  the  parties  of  the  first  part  shall  be  entitled  to  treat 
such  default  as  a  breach  of  contract,  and  to  repossess  themselves  of 
their  property. 

Ninth.  It  is  expressly  agreed  that  the  mortgage  to  be  made  by 
the  said  Dallas  and  Waco  Railway  Company,  to  secure  first  mort- 
gage bonds  upon  its  railway  and  property,  shall  be  executed  subject 
to  the  provisions  of  this  agreement. 

In  witness  whereof,  the  said  Dallas  and  Waco  Railway  Company, 
the  Missouri,  Kansas  and  Texas  Railway  Company  and  the  St. 
Louis,  Iron  Mountain  and  Southern  Railway  Company  have  caused 
this  agreement  to  be  signed  by  their  respective  Presidents,  and  at- 
tested by  their  respective  corporate  seals,  the  day  and  year  first 
above  written,  by  authority  of  the  Board  of  Directors. 


DALLAS  AND  WACO 
RAILWAY     COMPANY. 


■<.  >»>  .m- 


FIRST   MORTGAGE 


THIS  INDENTURE,  made  the  30th  day  of  July,  in  the  year 
one  thousand  eight  hundred  and  eighty-seven,  between  The  Dallas 
and  Waco  Railway  Company,  a  corporation  organized  under  and  by 
virtue  of  the  laws  of  the  State  of  Texas,  party  of  the  first  part,  here- 
inafter called  "Railway  Company,"  and  John  F.  Dillon  and  Henry 
B.  Henson,  of  the  city  and  State  of  New  York,  and  hereinafter  call- 
ed "  Trustees,"  parties  of  the  second  part, 

WITNESSETH: 

Thai  Whereas,  The  Dallas  and  Waco  Railway  Company,  to  meet 
the  cost  and  expense  of  constructing,  completing  and  putting  into 
operation  its  railway  in  the  State  of  Texas,  which  is  to  extend  from 
Dallas,  in  Dallas  county,  Texas,  through  the  counties  of  Dallas, 
Ellis,  Hill  and  McLennan,  to  the  city  ot  Waco,  in  said  McLennan 
county,  a  distance  of  about  ninety  miles,  has  resolved  to  issue  and 
negotiate,  as  by  law  and  the  action  of  it  stockholders  it  is  authorized 
to  do,  a  series  of  bonds  of  one  thousand  dollars  each,  at  the  rate  of 
twenty  thousand  dollars  for  each  mile  of  completed  road,  all  of 
which  bear  date  the  first  of  June,  one  thousand  eight  hundred  and 
eighty-seven,  and  are  made  payable  to  bearer  thirty  years  after  the 
first  day  of  June,  one  thousand  eight  hundred  and  eighty-seven. 
for  value  received,  at  its   agency   in     the   City    of  New    York,  with 


5^ 

interest  from  date  at  the  rate  of  six  per  centum  per  annum,  pay- 
able semi-annually,  on  the  first  days  of  December  and  June  of  each 
year,  on  presentation  and  surrender  of  the  proper  annexed  cou- 
pons, the  principal  and  interest  of  which  bonds  being  payable  in 
gold  coin  of  the  present  weight  and  fineness,  as  fixed  by  the  laws  of 
the  Congress  of  the  United  States  of  America  now  in  force,  and 
which  bonds  are  also  exempt  from  any  income  tax  that  may  be 
levied  or  provided  by  any  law  of  the  United  States;  all  which  said 
bonds,  and  the  interest  to  become  due  thereon,  are  to  be  equally 
secured  by  these  presents,  although  issued  at  different  times,  and 
are  to  be  authenticated  by  a  certificate  to  be  signed  by  the  said 
trustees,  and  which  bonds  and  certificate  are  to  be  substantially  in 
the  following  form: 

United  States  of  America. 


STATE   OF   TEXAS. 
THE  DALLAS  AND  WACO  RAILWAY  COMPANY. 

No. $  I.OOO. 

First  Mortgage    Gold  Bond,  Interest  at  Six  per   Cent,  per  Annum, 
Payable  Semi- Annually. 

The  Dallas  and  Waco  Railway  Company,  a  corporation  organ- 
ized under  and  by  virtue  of  the  laws  of  the  State  of  Texas,  promises 
to  pay  to  the  bearer,  for  value  received,  thirty  years  after  the  first 
day  of  June,  in  the  year  one  thousand  eight  hundred  and  eighty-seven, 
at  its  agency  in  the  City  of  New  York,  one  thousand  dollars,  with  in- 
terest at  the  rate  of  six  per  centtum  per  annum,  payable  semi-annual- 
ly, on  the  first  days  of  June  and  December  in  each  year,  on  the  pre- 
sentation and  surrender  of  the  proper  annexed  coupons;  the  princi- 
pal and  interest  of  this  bond  to  be  paid  in  gold  coin  of  the  present 
weight  and  fineness,  as  fixed  by  the  laws  of  the  United  States  now  in 
force,  without  diminution  on  account  of  any  income  tax  which  here- 
after may  be  levied  or  provided  for  under  any  law  of  the  United 
States. 

This  bond  is  one  of  a  series  of  bonds  of  one  thousand  dollars  each, 
numbered  from  one  upwards,  issued  at  the  rate  of  twenty  to  each  mile 
of  completed  road,  all  of  which  are  equally  secured  by  a  deed  of  trust, 
bearing  date  the  first  day  of  June,  one  thousand  eight  hundred    and 


5*3 

eighty-seven,  executed  by  said  Railway  Company  unto  John  F.  Dil- 
lon and  Henry  B.  Henson,  as  trustees,  conveying  all  and  singular 
the  entire  line  of  said  Company's  railway,  built  and  to  be  built,  be- 
ginning at  the  city  of  Dallas,  in  Dallas  county,  Texas,  and  extend- 
ing thence  through  the  counties  of  Dallas,  Ellis,  Hill  and  McLennan, 
to  the  city  of  Waco,  in  the  last  named  county,  a  distance  of  about 
ninety  miles,  and  all  other  lines  of  railway  that  may  be  hereafter  ac- 
quired or  constructed  by  the  said  Railway  Company  under  its  pres- 
ent charter  or  any  amended  charter  that  may  be  hereafter  adopted, 
together  with  all  the  rolling  stock,  equipments,  materials,  rights  of 
way  and  tracks,  depots,  depot  and  shop  grounds,  tenements  and 
hereditaments,    appurtenances,     rights,    privileges    and    franchises. 

Upon  default  in  the  payment  of  interest  on  this  bond  for  six 
months  after  it  becomes  payable  and  has  been  demanded,  the  trus- 
tees may,  subject  to  the  provisions  of  said  mortgage,  declare  the 
principal  of  all  the  bonds  immediately  payable,  and  must  do  so  if  re- 
quired by  the  holders  of  one-fourth  of  all  such  bonds  outstanding. 

This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books  of 
said  Railway  Company,  but  after  a  registration  of  the  ownership  of 
said  bond,  certified  thereon  by  the  transfer  agent  of  said  Railway 
Company,  no  subsequent  transfer,  except  upon  the  transfer  books  of 
said  Company,  shall  be  valid,  unless  the  transfer  shall  be  to  bearer, 
and  when  made  to  bearer  shall  again  render  said  bond  transferable 
by  delivery,  and  shall  continue  subject  to  successive  registration 
and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each  successive 
holder,  provided  the  coupons  issued  with  the  same,  and  not  due,  are 
attached  to  said  bond  when  such  registration  is  desired,  and  not 
otherwise. 

This  bond  shall  not  become  obligatory  until  the  certificate  en- 
dorsed thereon  is  signed  by  the  said  trustees  or  their  successor  or 
successors  in  the  trust. 

In  witness  whereof,  the  said  Dallas  and  Waco  Railway  Cornpanj 
has  caused  this  bond  to  be  subscribed  by  its  President  and  Secre- 
tary, and  its  corporate  seal  affixed  hereto,  this  first  day  of  June.  A. 
D.1887. 

THE  DALLAS  AND   WACO  RAILWAY  COMPANY 

By ,  President. 

,  Secretary. 


564 

$30.00  Coupon  No.  i.  $30.00 

The   Dallas  and  Waco  Railway  Company  will   pay  to  the  bearer 

at  its  agency  in  the  City  of  New  York,  thirty  dollars  in  gold  coin  on 

the  first  day  of  December,  1887,  being  six  months  interest  on  Bond 

No _ 

,  Secretary. 

Trustees'  Certificate. 

It  is  hereby  certified  that  the  Dallas  and  Waco  Railway  Com- 
pany has  executed  to  John  F.  Dillon  and  Henry  B.  Henson,  trus- 
tees, a  mortgage  or  deed  of  trust,  as  described  in  the  within  bond, 
to  secure  the  same. 


Trustees. 

Now  therefore,  this  Indenture  witnesseth:  That  the  said 
Dallas  and  Waco  Railway  Company,  in  order  to  better  secure 
the  payment  of  the  bonds  proposed  to  be  issued  by  the  said 
Railway  Company,  as  hereinbefore  set  forth,  with  the  interest 
thereon,  unto  the  person  and  persons,  body  and  bodies  politic  and 
corporate,  who  may  become  the  holder  and  holders  of  said  bonds,  or 
any  of  them,  his,  her  or  their  executors,  administrators,  successors  or 
assigns,  and  in  consideration  of  the  sum  of  one  dollar,  by  the  said 
John  F.  Dillon  and  Henry  B.  Henson,  trustees,  paid  to  the  said 
Railway  Company,  at  and  before  the  signing  and  delivery  hereof,  the 
receipt  whereof  is  hereby  acknowledged,  has  granted,  bargained,  sold, 
released,  conveyed  and  confirmed,  and  by  these  presents  do  hereby 
grant,  bargain,  sell,  release,  convey  and  confirm  unto  the  said  John 
F.  Dillon  and  Henry  B.  Henson,  and  to  their  successor  or  succes- 
sors in  this  trust,  forever,  all  and  singular  the  said  Dallas  and  Waco 
Railway  Company's  railway,  built  and  to  be  built,  beginning  at  the 
town  of  Dallas,  in  Dallas  county,  extending  through  the  counties  of 
Dallas,  Ellis,  Hill  and  McLennan  to  the  city  of  Waco,  in  the  last 
named  county,  a  distance  of  about  ninety  miles;  and  all  other  lines  of 
railway  that  hereafter  may  be  acquired  or  constructed  by  the  said 
Railway  Company  under  its  present  charter,  or  any  amended  charter 
that  may  hereafter  be  adopted,  together  with  all  side  tracks,  turn-outs, 
engines,  rolling  stock,  equipments  and  materials;  all  rights  of  way  and 
tracks,  depot  and  shop  grounds,  tenements  and  hereditaments,  rights 


5^5 

and  franchises,  including  and  meaning  to  include  all  the  property, 
real  and  personal,  now  acquired  or  which  hereafter  may  be  acquired 
by  the  said  Railway  Company,  in  the  State  of  Texas,  used  for  and 
pertaining  to  the  operation  of  said  railroad. 

To  have  and  to  hold  the  said  property,  things,  rights  and  fran- 
chises hereby  conveyed,  or  intended  so  to  be,  unto  the  said  trustees. 
or  their  successor  or  successors,  in  trust  for  the  owners  and  holders 
of  the  said  bonds,  or  any  of  them,  subject  to  the  terms  and  stipula- 
tions of  said  bonds,  and  of  the  coupons  thereto  attached,  and  sub- 
ject also  to  the  contract  authorized  to  be  made  and  executed  on 
July  fifteenth,  1887,  by  the  said  Dallas  and  Waco  Railway  Com- 
pany, for  the  joint  use  and  occupancy  of  the  track  of  said  Railway 
Company  by  the  Missouri,  Kansas  and  Texas  Railway  Company, 
and  The  St.  Louis,  Iron  Mountain  and  Southern  Railway  Company, 
and  subject  also  to  the  possession,  control  and  management  of  the 
Directors  of  the  said  Railway  Company,  so  long  as  said  Company 
shall  well  and  truly  perform  all  and  singular  the  stipulations  of  said 
bonds  and  the  covenants  ot  this  deed. 

That  upon  the  payment  of  the  principal  and  interest  of  all  the 
bonds  hereby  secured,  the  estate  hereby  granted  to  the  said  party  of 
the  second  part  shall  be  void,  and  the  right  to  all  the  real  and  per- 
sonal property  hereby  granted  and  conveyed  shall  revert  to,  and  re- 
vest in  the  said  Railway  Company,  its  successors  or  assigns,  in  law 
and  equity,  without  any  acknowledgement  of  satisfaction,  reconvey 
ance,  surrender,  re-entry,  or  other  act. 

That  in    case   the   said    Railway    Company,    its   successors  or  as 
signs,  shall  fail  to  pay  the  interest  on  any  of  said  bonds,  at  the    time 
when  the  same  shall  become  due  and  payable,  according  to  the  tenor 
thereof,  and  shall  continue  in  such  default  for  si\  months  alter   such 
payment  has  been  demanded,  at  its  or  their  agenC)  in  tin-  (  lit)  of  New 
York,  then  and  thereupon  the  principal  of  all  the  bonds   hereby   se 
cured  shall  be  and  become  immediately  due  and   payable,   provided 
the  said  trustees  give  written  notice  to  the  party  of  the  first  put,   its 
successors  or  assigns,  of  their  option  to  that  effect,  while  such  default 
continues,  which   notice   they  shall  be  bound  to  give   if  required    in 
writing  to  do  so,  by  the  holders  of  twenty-five  per  centum  of  said 
bonds  then  outstanding;  and  that,  in  such  case,  or  upon  the  principal 
of  said  bonds  becoming  in  any  other  way  due  and  payable,  and    re 
maining  unpaid,  in  whole  or  in  part,  after  demand    thereof,    the   said 
trustees,  or  their  successor  or  successors  in  the   trust,    may.    in    their 


566 

discretion,  and  shall,  upon  the  request  of  the  holders  of  fifty  per  cen- 
tum of  said  bonds  then  outstanding,  with  or  without  entry  or  fore- 
closure, take  actual  possession  of  said  railroad,  and  of  all  and  singu- 
lar the  property,  things  and  effects  hereby  conveyed,  and  personally, 
or  by  attorney,  manage  and  operate  the  same,  and  receive  all  the  tolls, 
rents,  income  and  profits  thereof,  until  such  time  as  the  said  bonds 
and  interest  thereon  are  fully  paid  or  satisfied,  and  shall  apply  the 
money  so  received  by  it,  first,  to  the  expenses  of  the  trust  hereby  exe- 
cuted, the  management  of  the  said  railroad  and  its  appurtenances, 
and  the  needful  repairs  thereof;  next,  to  the  payment  of  interest  over 
due  upon  the  said  bonds,  and  interest  upon  delayed  interest,  and  af- 
terwards to  the  payment  of  the  principal  of  said  bonds.  And  the 
said  trustees,  or  their  successor  or  successors  in  the  trust,  upon  becom- 
ing entitled  to  take  possession  of  the  railroad  and  property  aforesaid, 
may,  in  their  discretion,  and  shall,  on  the  written  request  of  the  hold- 
ers of  at  least  one-half  of  the  bonds  then  unpaid  and  outstanding, 
cause  the  said  premises  so  mortgaged,  to  be  sold  either  as  an  en- 
tirety or  in  such  parcels  as  they  shall  deem  necessary  or  proper,  hav- 
ing due  regard  to  the  interests  of  all  parties,  to  the  highest  bidder,  at 
public  auction,  in  the  City  of  Dallas,  Texas,  giving  at  least  sixty 
days  notice  ot  the  time,  place 'and  terms  of  such  sale,  and  of  the 
specific  property  to  be  sold,  and  whether  the  same  will  be  sold  as  an 
entirety  or  in  parcels,  by  publishing  such  notice  in  one  or  more  news- 
papers in  the  City  of  Dallas,  one  in  the  City  of  Waco,  and  in  one  or 
more  newspapers  in  the  City  of  New  York,  once  in  each  week  dur- 
ing the  term  of  sixty  days,  and  that,  upon  receiving  the  purchase 
money  therefor,  the  said  trustees,  or  their  successors  in  the  trust, 
shall  execute  to  the  purchaser  or  purchasers  thereof,  a  good  and  suffi- 
cient deed  of  conveyance,  in  fee  simple,  which  sale  and  conveyance 
shall  forever  be  a  bar  against  the  party  of  the  first  part,  its  successors 
and  assigns,  and  all  persons  claiming  under  them,  of  all  right,  estate, 
interest  or  claim  in  or  to  the  premises,  property,  things,  franchises, 
privileges  and  immunities  so  sold,  or  any  part  thereof,  whether  the 
said  trustees  are  in  possession  thereof  or  not,  and  the  receipt  of  the 
said  trustees  shall  be  a  full  and  sufficient  discharge  to  each  purchaser, 
and  no  purchaser  holding  such  receipt  shall  be  liable  for  the  proper 
application  of  the  purchase  money,  or  in  any  way  bound  to  see  that 
the  same  is  applied  to  the  uses  of  this  trust,  or  in  any  manner  answer- 
able for  its  loss  or  misapplication,  or  bound  to  inquire  into  the 
authority  for  making  such  sale,  and  such  sale  to  a  purchaser  in  good 
faith  shall   be  valid,  whether  said  notice  is  given  or  not,  and  whether 


5^7 

default  in    payment  has  been  made  or  not. 

That  the  said  trustees  shall,  after  deducting  from  the  proceeds 
of  such  sale  the  cost  and  expenses  thereof,  and  of  the  execution  of 
this  trust,  and  all  payments  for  taxes,  assessments  and  counsel  fees, 
and  their  reasonable  compensation,  apply  so  much  of  the  proceeds 
as  may  be  necessary  to  the  payment  of  the  principal  and  interest 
remaining  unpaid  upon  said  bonds  and  coupons,  together  with  interest 
upon  over-due  coupons  down  to  the  time  of  sale,  without  giving  pref- 
erence to  either  principal  or  interest;  it  being  the  intention  of  this  in- 
denture that  so  long  as  the  railroad  and  its  appurtenances  shall  be 
managed  by  the  trustees  or  a  receiver  as  a  going  concern,  the  income 
shall  be  applied  to  the  payment  of  interest  in  preference  to  the  prin- 
cipal, but  that,  after  a  sale  of  the  railroad  and  its  appurtenances  no 
such  preference  shall  be  made  in  the  distribution  of  the  proceeds. 

That  upon  any  sale  of  the  said  premises,  whether  by  the  trustees 
or  under  decree  of  the  court,  the  holders  of  the  bonds  hereby  se 
cured,  or  any  of  them,  or  the  said  trustees  on  behalf  of  all  the  bond- 
holders, shall  have  a  right  to  purchase  upon  equal  terms  with  other 
persons,  and  it  shall  be  the  duty  of  the  said  trustees,  if  so  required 
in  writing,  a  reasonable  time  before  such  sale,  by  the  holders  of  a 
majority  in  value  of  the  outstanding  bonds  secured  hereby,  and 
upon  being  offered  at  the  same  time,  adequate  indemnity  against  all 
liability  to  be  incurred  thereby,  to  make  such  purchase  on  behalf  of 
all  the  bondholders,  at  a  reasonable  price,  if  part  only  of  the  prop 
erty  hereby  conveyed  is  sold,  or  in  case  the  whole  property  is  sold. 
at  a  price  not  exceeding  the  whole  amount,  principal  and  interest. 
due  or  accruing  upon  said  bonds,  together  with  the  expenses  of  the 
proceedings  and  sale;  and  the  bonds  secured  by  this  mortgage  shall 
be  receivable  at  such  sale  as  (ash,  lor  the  amount  of  cash  which 
would  be  payable  on  such  bonds  out  of  the  proceeds  of   such  sale. 

That  in  case  of  the  purchase  of  said  property,  or  an\  part  there- 
of, by  the  trustees,  the  same  shall  In-  held  lor  the  benefit  of  all  the 
bondholders  in  proportion  to  their  respective  interest,  in  the  bonds. 
and  that  the  property  thus  purchased  shall  be  conveyed  to  such  per- 
sons or  corporations  as  may  be  de  tignated  1»\  a  majoritj  in  value  of 
the  bondholders  present  at  a  meeting  of  the  bondholders  in  thi 
of  New  York,  regularly  called  by  the  trustees,  upon  reasonable  pub- 
lic notice  published  in  two  newspapers  of  that  City;  provided  that 
such  conveyance  shall  be  made  on  such  terms  as  will,  in  the  judg- 
ment of  said  trustees,  secure  to  each  and  e\  er)  bondholder  his  just 
proportion  of  interest  in  the  property  purchased  as  aforesaid. 


5  68 

That  it  is  hereby  expressly  agreed  that  in  no  case  shall  any  claim, 
benefit  or  advantage  be  taken  by  the  said  Railway  Company,  its 
successors  or  assigns,  of  any  valuation,  appraisement,  extension  or 
relief  laws,  to  prevent  such  entry  or  sale  as  aforesaid,  and  that  noth- 
ing herein  contained  shall  be  construed  as  limiting  the  right  of  the 
said  trustees  to  apply  to  the  court  for  judgment  or  decree  of  foreclo- 
sure and  sale  under  this  indenture,  or  for  the  usual  relief  in  the 
course  of  such  proceedings;  and  the  said  trustees  may,  in  their  dis- 
cretion, apply  to  any  competent  court  for  relief  by  way  of  foreclosure 
or  otherwise,  if  so  advised  by  counsel,  instead  of  taking  possession 
of  or  selling  the  said  property  when  required  to  do  so  by  bond- 
holders. 

That  the  said  Railway  Company  may  dispose  of  the  current  net 
revenue  and  income  of  all  the  said  property  and  railways  hereby 
conveyed,  in  such  manner  as  it  may  deem  best,  until  default  shall  be 
made  in  the  payment  of  the  interest  or  principal  of  said  bonds,  or  ot 
any  one  or  more  of  them,  and  shall  have  the  right  to  sell  and  dispose 
of  any  such  real  estate  or  other  property  as  it  may  own  or  acquire, 
which  may  not  be  needed  or  required  tor  the  purpose  and  business  of 
said  railway,  and  which  sale  and  conveyance  of  said  property  shall 
transfer  the  said  property  and  title  free  from  the  incumbrance  of  this 
mortgage  or  deed  of  trust,  and  to  change  its  track  and  make  any  and 
all  alterations  necessary  for  the  benefit  of  the  same. 

That  the  bonds  secured  herein,  except  as  to  the  first  thirty-five 
miles,  namely,  bonds  to  the  amount  of  seven  hundred  thousand  dol- 
lars, which  the  trustees  are  hereby  authorized  and  directed  to  certify 
upon  demand  of  the  President  of  the  party  of  the  first  part,  are  to 
be  issued  at  the  rate  only  of  twenty  thousand  dollars  per  mile  of  com- 
pleted road,  as  follows:  that  is  to  say,  one  hundred  bonds  may  be  is- 
sued for  each  five  miles  of  railway  as  the  same  may  be  completed,  on 
the  affidavit  of  the  Chief  Engineer  of  said  Railway  Company,  that 
five  miles  have  been  so  completed  and  are  ready  for  use.  And  it  is 
agreed  between  the  parties  hereto,  and  made  part  of  the  contract  with 
the  holders  of  the  bonds  secured  hereby,  that  the  trustees  herein 
shall  not  be  required  to  look  beyond  the  affidavit  of  the  Chief  En- 
gineer as  herein  provided,  and  shall  not  be  responsible  in  any  event 
for  any  act  done  in  pursuance  of  such  affidavit. 

That  it  is  further  mutually  agreed  by  and  between  the  parties 
hereto,  and  is  hereby  declared  to  be  a  condition  upon  which  the  said 
party  of  the  second  part  and  their  successor  or  successors  in  the 
trust  hereby  created  have  assented  to   these  presents   and  accepted 


569 

this  trust,  that  the  said  trustees  and  their  successors  in  this  trust  shall 
not  in  any  manner  be  held  responsible  for  the  act  of  any  co-trustee, 
or  of  any  person  employed  by  them,  unless  guilty  of  culpable  neg- 
ligence in  the  selection  of  such  employe;  nor  shall  the  trustee  be 
answerable  except  for  his  or  their  own  willful  default. 

That  the  parties  of  the  second  part,  or  their  successor  or  successors, 
shall  be  authorized  to  pay  such  reasonable  compensation  as  they 
shall  deem  proper,  to  all  the  attorneys,  officers,  agents,  servants  and 
employes  whom  they  may  reasonably  employ  in  the  management  of 
this  trust;  and  that  the  said  trustees  and  their  successor  or  successors 
shall  have  and  be  entitle  to  just  compensation  for  all  services  they 
may  render  in  connection  with  the  trust  hereby  created,  to  be  paid 
by  the  party  of  the  first  part,  or  out  of  the  trust  estate. 

That  the  bonds  hereinbefore  described,  and  hereby  secured,  shall 
pass  by  delivery  or  by  transfer  on  the  books  of  said  Railway  Com- 
pany, and  that  after  the  registration  of  the  ownership  of  said  bonds, 
certified  thereon  by  the  Transfer  Agent  of  said  Railway  Company, 
no  transfer  of  said  bonds,  except  upon  the  transfer  books  of  said 
Company,  shall  be  valid,  unless  the  last  transfer  shall  be  to  bearer, 
which  transfer  to  bearer  shall  again  render  said  bonds  transferable  by 
delivery;  and  that  said  bonds  shall  continue  subject  to  successive 
registration  and  transfer  to  bearer  as  aforesaid,  at  the  option  of  each 
successive  holder,  provided  the  coupons  issued  with  the  same,  and 
not  due,  are  attached  to  said  bonds  when  such  registration  is  desired. 
and  not  otherwise;  and  to  this  end  the  said  Railway  Company  shall 
keep  in  the  City  of  New  York  a  registration  or  transfer  offii  e,  with 
the  necessary  books,  in  which  the  registration  and  transfer  of  said 
bonds  may  be  made  as  above  provided. 

That  for  the  purpose  of  designating  the  rolling  stock  which  shall 
belong  to  the  line  of  railway  hereby  mortgaged,  it  is  agreed  by 
and  between  the  parties  hereto,  that  the  said  Railway  Company  will 
mark,  in  some  substantial  manner,  all  engines  ami  cars  of  each  and 
every  class  purchased  by  it,  with  either  the  name  of  said  Company 
or  the  initials  of  its  name. 

That  the  Railway  Company,  its  successors  and  assigns,  further 
covenants  and  agrees  with  the  said  trustees  and  their  SU(  1 
the  trust,  to  make,  execute  and  deliver  all  such  further  deeds,  in- 
struments and  assurances  as  may  from  time  to  time  be  necessary,  and 
as  the  said  trustees  or  their  successors  in  the  trust  may  be  advised  by 
counsel  learned  in  the  law,  to  be  necessary  for  the  Letter  securing  to 
the  parties  of  the  second  part,  their  successor. >r  successors  in  the  trust. 


57° 

the  premises  hereby  conveyed,  and  for  carrying  out  the  objects  and 
purposes  of  this  indenture.  That  the  said  Railway  Company  cove- 
nants and  agrees  with  the  said  trustees  and  their  successors  in  the 
trust,  that  it  will,  from  time  to  time,  pay  all  the  expenses  of  this 
trust,  including  the  compensation  and  expenses  of  the  transfer  agent 
herein  provided  for. 

In  case  a  vacancy  shall  occur  in  this  trust,  trom  any  cause  what- 
ever, it  shall  be  lawful  for  the  said  Railway  Company,  or  any  of  the 
bondholders,  to  apply  in  writing  to  the  then  Chief  Justice  of  the  Su- 
preme Court  of  the  State  of  Texas  to  appoint  another  trustee  or 
trustees  to  supply  the  vacancy;  and  in  the  event  that  said  application 
be  made  by  any  of  the  bondholders,  then  and  in  that  case,  notice  of 
said  application  shall  be  given  to  said  Railway  Company  at  least 
ten  days  before  said  vacancy  shall  be  filled;  and  the  said  Chief  Jus- 
tice is  hereby  authorized,  upon  application  and  notice  as  aforesaid, 
without  legal  proceedings,  to  appoint  one  or  two  trustees  to  fill  the 
vacancy;  and  the  trustee  or  trustees  so  appointed  shall  be  vested 
with  all  the  title,  powers,  duties  and  estates  possessed  under  this  in- 
strument by  the  said  John  F.  Dillon  and  Henry  B.  Henson,  trustees 
herein  named. 

In  witness  whereof,  the  said  Dallas  and  Waco  Railway  Com- 
pany has  caused  this  instrument  to  be  subscribed  in  its  name  by  its 
President  and  Secretary,  and  attested  by  its  corporate  seal;  and  the 
said  trustees,  for  the  purpose  of  testifying  to  their  acceptance  of  the 
trust  hereby  created,  have  also  subscribed  their  names. 

THE  DALLAS  AND  WACO  RAILWAY  COMPANY, 

By  ,  President. 

Attest: 

,  Secretary. 


Trustees. 


0/  l 

St  vi  i.  of  Texas,  I 
Count)-  of  Harris,  j 

Before  me,  ,  a  Notary  Public  in  and  for  the  said  State 

and  county,  on  this  day  personally  appeared  Jas.  A.  Baker,  Presi- 
dent of  The  Dallas  and  Waco  Railway  Company,  known  to  me  to  be 
the  person  whose  name  is  subscribed  to  the  foregoing  instrument  of 
writing,  and  acknowledged  to  me  that  he  had  signed  the  same  in  his 
capacity  of  President,  for  the  purposes  and  consideration  therein  ex- 
pressed. 

Given  under  my  hand  and  seal  of  office  at  Houston,  Texas,  this 
day  of  ,   A.  D.  1887. 


Notary  Public,  Harris  County,  Texas. 


State  of   New  York,  ) 
County  of  New    York,  j 

Be  it  known,  that  on   the  day  of  ,   one  thousand 

eight  hundred  and  eighty-seven,  before  me,  ,  a  Notary 

Public  in  and  for  the  State  of  New' York,  duly  commissioned  and 
sworn,  personally  came  and  appeared  John  F.  Dillon  and  Henry  P>. 
Henson,  to  me  personally  known,  and  known  to  me  to  be  the  same 
persons  described  in,  and  who  executed  the  within  mortgage  or  trust 
indenture,  and  said  John  F.  Dillon  and  said  Henry  15.  Henson  sever- 
ally acknowledged  the  same  to  be  their  act  and  deal;  and  that  they 
executed  the  same  for  the  purpose  and  consideration  therein  ex- 
pressed. 

In  testimony  whereof,  I  have  hereunto  subscribed  my  name  and 
affixed  my  seal  of  office,  the  day  and  year  last  above  written. 


Notary  Public, 


Count) .  N.  Y. 


APPENDIX. 


hi'  Missouri,  Kansas  and  fexas  Railway  Company 


THE  TEXAS  AND  PACIFIC   RAILWAY  COMPANY. 


-* — ««-•..»» — ♦- 


CONTRACT  FOR  JOINT  USE  OF  TRACK. 


AGREEMENT,  made  the  first  day  of  April,  A.  1).  1881,  by  and 
between  the  Texas  and  Pacific  Railway  Company,  organized 
under  an  act  of  Congress  of  the  United  States,  party  of  the  first 
part,  and  the  Missouri,  Kansas  and  Texas  Railway  Company, 
organized  under  the  laws  of  Kansas,  with  a  right  of  extension 
under  United  States  laws  through  the  Indian  Territory  to  and  into 
Texas,  and  further  right  of  extension  through  the  State  of  Texas  to 
the  Rio  Grande,  under  Texas  laws,  party  of  the  second  part. 

Whereas,  The  party  of  the  first  part,  among  other  property,  is 
the  owner  of  a  line  of  railroad  constructed,  or  under  construction, 
extending  from  Whitesboro,  in  Grayson  county,  via  Denton,  to  Fori 
Worth,  in  Tarrant  county,  a  distance  of  seventy-one  miles;  and 

Whereas,  The  party  of  the  second  part,  as  owner  of  certain  rail 
road  properties  in  Kansas,  Missouri,  the  Indian  Territory  and    Texas, 
is  authorized  to  construct,  own  and  operate  an  extension  of   its  road 
from    Denison,    in    Grayson    county,    Texas,    via    Whitesboro,    Tort 
Worth,  Austin  and  San  Antonio,  to  the  Rio  Grande;  and 

Whereas,  The  interests  of  both  companies  will    be  promoted  l>\ 


57^ 

the  joint  use  and  occupancy  of  that  piece  ot  road  already  constructed 
or  under  construction  by  the  Texas  and  Pacific  Railway  Company 
between  Whitesboro  and  Fort  Worth,  which  section  of  road  covers 
a  part  of  the  charter  line  of  the  party  of  the  second  part; 

NOW,  THEREFORE,  THIS  AGREEMENT  WITNESSETH: 

First.  That  the  said  party  of  the  first  part  doth  hereby  lease  and 
grant  to  the  party  of  the  second  part,  a  joint  use  and  occupancy  of 
its  said  road  between  Whitesboro  and  Fort  Worth,  with  the  privi- 
lege of  running  its  trains  in  either  direction  over  said  road,  and  of 
collecting  the  tolls  and  revenues  from  freight  and  passengers  trans- 
ported between  Whitesboro  and  Fort  Worth,  and  points  beyond  on 
its  lines  in  either  direction,  the  said  second  party  to  pay  as  rental 
for  such  joint  use  and  occupancy  six  hundred  dollars  ($600)  per 
mile  per  annum,  and,  in  addition  thereto  one-half  of  the  cost  of 
maintenance,  including  taxes  and  assessments. 

Second.  It  is  understood  and  agreed  between  the  parties  that  the 
said  railroad  between  Whitesboro  and  Fort  Worth  shall  be  com- 
pleted by  the  party  of  the  first  part,  and  put  in  good  running  order 
within  ninety  days  from  this  date,  and  that  it  shall  be  placed  in 
charge  of  a  Superintendent  to  be  agreed  upon  and  appointed  by  the 
parties  to  this  agreement,  whose  duty  it  shall  be  to  attend  to  the 
maintenance  of  such  road,  and  to  establish  such  police  regulations 
as  shall  be  necessary  and  proper  in  the  handling  of  trains  over  said 
line;  and  it  shall  be  the  duty  of  such  Superintendent  to  examine  and 
certify  as  to  the  accuracy  of  all  bills  for  maintenance,  and  other  ex- 
penditures for  joint  account,  and  all  such  accounts  shall  be  audited 
monthly,  and  statements  in  detail  forwarded  to  each  party  on  or  be- 
fore the  twentieth  of  each  month,  covering  all  expenditures  and  lia- 
bilities for  joint  account  up  to  and  including  the  last  day  of  the  pre- 
ceding month,  and  all  such  accounts  shall  be  adjusted,  and  all  audited 
bills  paid  within  ten  days  after  such  monthly  statement  of  account 
shall  have  been  furnished. 

Third.  It  is  further  agreed  to  be  the  true  intent  and  meaning  of 
this  agreement  that  each  party  shall  be  placed  on  an  equality  in  the 
joint  use  and  occupancy  of  the  road  between  Whitesboro  and  Fort 
Worth,  and  that  the  trains  of  each  party  shall  be  run  over  the  same 
between  said  places  without  interruption. 

Fourth.  It  is  further  agreed  that  the  joint  use  and  occupancy  of 
said  line  between  Whitesboro  and  Fort  Worth  shall  commence  with- 


3/  / 

in  ninety  (90)  days  from  the  date  of  this  agreement,  or  so  soon  as 
said  line  shall  be  completed  through,  in  accordance  with  section  two 
(2)  of  this  agreement;  and  shall  continue  for  and  during  the  period 
of  ninety-nine  (99)  years  thereafter,  and  that  the  rentals  specified  in 
section  first  of  this  agreement  shall  be  paid  quarterly  by  the  second 
party  to  the  party  of  the  first  part  on  the  first  days  days  of  January, 
April,  July  and  October  in  each  year. 

Fifth.  It  is  further  agreed  that  in  case  any  dispute  shall  arise  as 
to  the  construction  of  this  agreement,  the  cmestion  shall  be  sub- 
mitted to  arbitrators,  one  to  be  named  by  the  President  of  each 
party,  and  if  they  cannot  agree,  they  shall  call  in  a  third,  whose  de- 
cision shall  be  final  in  the  matter. 

Sixth.  It  is  understood  that  the  lessor  company  shall  not  be  liable 
for  any  of  the  contracts,  defaults  or  negligences  of  the  party  of  the 
second  part,  and  if  so  held  liable  shall  be  entitled  to  reimbursement, 
to  be  paid  at  the  same  time  and  in  the  same  manner  as  rental,  and 
as  a  part  of  the  rental. 

Seventh.  It  is  further  expressly  agreed  that  if  the  aforesaid  rental 
shall  at  any  time  be  and  remain  in  default  for  a  period  of  six  months, 
the  lessor  company  shall  be  entitled  to  treat  such  a  default  as  a 
breach  of  condition,  and  to  repossess  itself  of  the  property. 


MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY 


TO 


THE  MISSOURI  PACIFIC  RAILWAY  COMPANY. 


Li  E  .A.  IS  E  . 


DATED     DECEMBER     1,     1SSO. 


THIS  INDENTURE,  made  the  first  day  of  December,  Anno 
Domini  one  thousand  eight  hundred  and  eighty  (1880),  between  the 
Missouri,  Kansas  and  Texas  Railway  Company,  of  the  first  part, 
and  The  Missouri  Pacific  Railway  Company,  of  the  second  part. 

Whereas,  The  railroads  of  the  parties  hereto  connect  directly 
with  each  other  at  Sedalia,  in  Pettis  county,  and  at  Holden,  in  John- 
son county,  Missouri,  and  the  said  parties  are  desirous  of  entering 
into  a  lease  and  contract  with  each  other,  in  respect  to  the  use,  man- 
agement and  working  of  the  railroads  of  the  party  of  the  first  part, 

Now  this  Indenture  witnesseth: 

That  the  party  of  the  first  part,  for  and  in  consideration  of  the 
covenants  and  agreements  hereinafter  contained  on  the  part  of  the 
said  party  of  the  second  part  to  be  kept  and  performed,  have  leased, 
demised,  and  to  farm-let,  and  by  these  presents  do  lease,  demise,  and 
to  farm-let  unto  the  party  of  the  second  part,  and  they  do  take  the 
railroad  of  the  party  of  first  part  as  now  constructed  and  in  use  and 
operation  as  follows,  to-wit: 

A  line  of  road  from  Hannibal,  in  Marion,  county,  Missouri,  on  the 


579 

Mississippi  river,  via  Moberly,  Sedalia  and  Fort  Scott  to  Parsons,  in 
Labette  county,  Kansas,  three  hundred  and  one  i 

A  line  of  read  from  Junction  City,  in  Davis  county,  Kansas,  to  the 
town  of  Parsons,  in  Labette  county,  Kansas,  thence  extending  south- 
wardly through  the  Indian  Territory  to  the  town  of  Denison,  in 
Grayson  county,  Texas,  four  hundred  and  thirty-one  miles,  more  or 
less; 

A  line  of  road  from  Denison,  in  Grayson  county,  Texas,  south 
erly  to  the  town  of  Greenville,  in  Hunt   county.    Texas,  a  distance  of 
titty-two  miles,  more  or  less;  and 

Aline  of  road  extending  from  said  town  of  Denison  westerly  to 
Gainesville,  in  Cook  county,  Texas,  a  distance  of  forty-two  miles, 
more  or  less: 

A  total  distance  of  eight  hundred  and  twenty-six  miles  (826)  miles. 
more  or  less,  of  railroad  now  in  operation,  together  with  all  the 
branch  roads  and  sidings,  depots,  stations,  buildings,  equipment,  ma- 
chine and  other  shops,  machinery,  tools,  appurtenances,  and  pr 
ty,  real  and  personal,  to  said  demised  railroad  belonging  and  apper- 
taining, as  well  that  now  owned  as  that  hereafter  to  he  acquired  by 
the  said  party  of  the  first  part,  at  and  between  the  said  before  men- 
tioned points,  or  as  appertaining  thereto,  excepting,  however,  from 
the  demised  premises  all  lands  and  land  grants  owned  or  held  by  the 
party  of  the  first  part,  and  all  property  not  needed  in  connection 
with  or  necessary  to  the  use  and  operation  of  the  said  demised  rail- 
roads. 

To  have  ami  to  hold  the  said  demised  property,  real  and  per 
unto  the  said  party  of  the  second  part,  their  successor-,  and  assigns, 
to  and  for  the  full    end   and  term    of  ninety-nine  -  from  the 

date  hereof,  full}-  to  be  completed  and  ended. 

That  in  con  .delation  of  the  premises,  the  part)  of  die  first 
hereby  covenants  and  agrees  that  the  party-of  the  second  pail  shall 
at  all  times  during  the  term  aforesaid,  have  full  and  exclusive  power. 
right  and  authority  to  use.  manage  and  work  the  said  railroad  of  the 
said  parts'  of  the  first  part,  and  shall  have  the  right  to  fix  the  tolls 
thereon,  but  not  at  a  higher  rate  than  1,  authorized  by  the  charter  ol 
the  party  of  the  first  part  hereto:  and  further,  thai  the  said  part)  ol 
the  second  part  shall  have  full,  free  and  exclusive  right  to  charge 
and  collect  all  of  the  said  tolls  on.  and  freight  charges  ami  dues  to 
accrue  from,  said  railroad  during  said  term,  and  to  appropriate  the 
same  in  the  way  and  manner  hereinafter  mentioned,  and  shall  have, 
use,  exercise   and  enjoy  all   the  rights,  powers   and  authority  afore- 


5  So 

said,  and  all  other  lawful  powers  and  privileges  which  can  or  may  be 
lawfully  exercised  and  enjoyed  on  and  about  the  said  demised  rail- 
road and  property,  as  exclusively,  fully  and  amply  as  the  same  might 
or  could  have  been  used,  exercised  and  enjoyed  by  the  said  party  of 
the  first  part,  had  this  lease  and  contract  not  have  been  made;  and  as 
exclusively,  fully,  amply  and  entirely  as  the  said  party  of  the  first 
part  have  authority  by  law  to  grant  the  same.  It  is  understood,  how- 
ever, that  the  lessee  Company  has  no  power  to  make  any  mortgage 
of  the  hereby  demised  property,  which  shall  in  any  way  affect  the 
rental  to  be  paid  to  the  party  of  the  first  part  hereunder. 

And  in  consideration  of  the  premises,  the  party  of  the  second 
part  hereby  covenants  and  agrees  to  and  with  the  said  party  of  the 
first  part,  as  follows,  viz: 

First.  That  the  party  of  the  second  part  shall  and  will  at  all 
times,  during  continuance  in  force  of  these  presents,  work,  use,  man- 
age, maintain,  operate  and  keep  in  public  use  the  railroad  of  the 
party  of  the  first  part,  with  the  appurtenances,  and  will  work,  use 
and  efficiently  operate  the  said  railroad  and  appurtenances;  and  will, 
from  time  to  time,  provide  such  additional  locomotives,  cars  and 
rolling  stock  as,  in  the  judgment  of  the  party  of  the  second  part, 
shall  be  required  for  and  properly  adapted  to  promptly  and  fully  ac- 
commodate the  business  tributary  to  the  roads  hereby  demised;  and 
shall  and  will  use  all  reasonable  diligence  to  collect  and  receive  all 
the  said  tolls,  freight  charges  and  dues  which  shall  accrue  as  afore- 
said, and  apply  and  appropriate  the  same  in  the  way  and  manner 
following,  to- wit: 

Firstly.  To  the  payment  of  the  annual  cost  of  repairing,  main- 
taining and  perpetuating  for  public  use  the  said  railroad,  with  its 
equipment  and  property  appurtenant  thereto;  and  all  the  expenses 
of  working,  using,  managing,  maintaining,  operating  and  running  the 
same,  including  reasonable  compensation  for  the  use  of  engines  and 
cars  actually  employed  thereon,  but  not  owned  by  the  party  of  the 
first  part;  and  the  cost  of  any  new  equipment,  side  tracks,  stations, 
depots,  lands  and  reasonable  or  necessary  betterments  of  every  kind 
that  the  party  of  the  second  part  may  from  time  to  time  deem 
necessary  to  procure  or  provide  tor  the  business  of  said  road;  and 
also  including  premiums  for  insurance,  and  all  tolls,  taxes  and  as- 
sessments now  or  hereafter  levied  or  assessed  under  laws  of  the 
United  States,  and  of  the  States  of  Missouri,  Kansas,  Texas  and  the 
Indian  Territory  upon  the  traffic  passing  oyer  the  said  railroads,  and 


58i 

upon  the  property  of  the  party  of  the  first  part,  now  or  hereafter 
acquired  by  the  party  of  the  second  part,  by  and  under  this  Lease. 

Secondly.  To  the  payment  of  the  necessary  expenses  of  main- 
taining the  organization  of  the  Missouri,  Kansas  and  Texas  Railway 
Company,  including  maintenance  of  general  offices  of  the  Company 
in  the  City  of  New  York,  expenses  of  a  transfer  agency,  and  regis- 
trar of  the  stock  and  bonds  of  the  Company,  and  for  paying  the  in 
terest  on  its  mortgage  debt,  etc. 

Thirdly.  To  the  payment  of  interest  as  the  same  shall  become 
due  and  payable,  from  time  to  time,  upon  the  present  consolidated 
mortgages  and  underlying  bonds,  covering  the  property  covered  by 
this  lease,  as  follows,  to-wit: 

On  $2,296,000  Union  Pacific  Railway  Company  Southern  Branch 

first  mortgage  bonds; 

On  $349,000  Tebo  and  Neosho  Railroad  Company  first  mortgage 
bonds; 

On  $768,000  Hannibal  and  Central  Missouri  Railroad  Company 
first  mortgage  bonds; 

On  $32,000  Hannibal  and  Central  Missouri  Railroad  Company 
second  mortgage  bonds; 

On  $14,772,000  Missouri,  Kansas  and  Texas  Railway  Company 
consolidated  bonds; 

On  as  many  Missouri,  Kansas  and  Texas  Railway  Company  gen 
eral  consolidated  bonds   as  have   been   or   may  be  hereafter  issued 
under  the  terms  of    the  general    consolidated    mortgage  of  December 
1st,  18S0,  upon  road  accepted  and  operated  hereunder. 

Fourthly.  To  pay  any  surplus  remaining  to  the  party  of  the  firsl 
part,  to  be  applied  to  the  payment  <>l   interest  on  anj  other  bonds 

now  or  hereafter  issued  by  the  said  first  party,  according  to  their  re 
spective  rights  and  priorities;  and  tor  such  other  purposes  as  shall  be 
determined,  from  time  to  time,  by  the  board  of  Directors  of  the  Mis 
souri,  Kansas  and  Texas  Railwa\  Company. 

Second.     If  the  net  earnings  or  revenue  shall  not  be  sufficient  to 

provide  for  the  fixed  charges  on  the  demised  property,  tin-  lessee 
may  elect  to  advance  the  funds  required,  from  time  to  time,  to  pa) 
interest  on  bonds  and  other  fixed  charges,  ami  such  advances  shall 


5^2 

be  a  preferred  debt  and  lien  next  to  the  lien  ot  the  first  and  general 
consolidated  mortgages  and  underlying  or  divisional  mortgages,  to 
be  paid  by  the  party  of  the  first  part;  and  the  same  is  secured  by  the 
future  net  revenues  ot  said  first  party,  and  such  advances  are  hereby 
made  an  equitable  lien  on  the  demised  property. 

If  the  lessee,  however,  elects  not  to  advance  any  such  deficit,  and 
the  interest  on  the  first  and  general  consolidated  mortgage  bonds 
and  underlying  bonds  shall  remain  unpaid  for  a  period  of  six  months, 
the  lessor  company  may  thereupon  elect  to  terminate  this  lease,  and 
to  receive  back  the  property  on  the  payment  of  any  balance  of  in- 
debtedness then  due  from  it  to  the  lessee. 

Third.  And  it  is  further  covenanted  and  agreed,  by  and  between 
the  parties  hereto,  that  the  extensions  now  under  construction  by  the 
party  of  the  first  part,  in  Texas,  from  Greenville  to  Mineola,  and 
from  Fort  Worth  south  to  a  point  in  Williamson  or  Milam  county, 
and  all  such  other  extensions  or  branches  as  shall,  during  the  con- 
tinuance of  these  presents,  be  made  by  the  party  of  the  first  part  un- 
der its  charter  powers,  either  by  purchase,  lease,  joint  ownership,  or 
under  any  arrangement  for  joint  use  of  other  roads,  construction  or 
otherwise,  whenever  such  additional  road  or  branches  shall  be  com- 
pleted or  acquired  and  ready  for  operation,  shall  be  and  the  same 
are  embraced  herein,  and  shall  be  taken  and  operated  by  the  party 
of  the  second  part  under  like  terms  and  conditions  with  those  speci- 
fied for  the  eight  hundred  and  twenty-six  (826)  miles  before  men- 
tioned. 

Fourth.  That  the  party  of  the  second  part  shall  and  will,  at  all 
times  during  the  hereby  demised  term,  keep  the  buildings  upon  the 
lands  hereby  demised,  insured  in  the  usual  manner  against  loss  by 
fire,  paying  the  premium  therefor,  as  aforesaid,  and  will  keep  the  said 
demised  railroad,  equipment  and  property  in  good  order  and  repair, 
and  will,  at  the  expiration  of  the  hereby  demised  term,  or  other 
sooner  determination  of  this  lease  and  contract,  yield  and  deliver  up 
the  hereby  demised  railroad  and  appurtenances  in  the  same  good 
order  and  repair  that  the  same  are  now  in,  or  may  be  put  in  during 
the  hereby  demised  term,  casualties,  acts  of  God  and  the  elements 
and  reasonable  wear  and  tear  excepted. 

Fifth.  That  the  party  of  the  second  part  shall  keep  accurate  ac- 
counts of  all  the  business  receipts  and  revenues  arising  from  the  said 
demised  railroad  and  property,  and  all  the  expenses  of  operating  the 
same;   said   accounts  to  be  kept  in  such   form    and   manner  that  the 


5^3 

earnings  upon  the  railway  and  property  covered  by  the  income  sec- 
ond mortgage  may  be  readily  ascertained  and  determined;  and  their 
books  relating  thereto  shall  be  subject  to  the  examination  of  the 
President  and  Vice  President  of  the  party  of  the  first,  or  of  any  agent 
duly  authorized  by  them  to  examine  the  same;  and  the  party  of  the 
second  part  shall  furnish  to  the  party  of  the  first  part  monthly  ac- 
counts of  the  gross  receipts  and  expenditures,  and  a  semi-annual  ac- 
count of  all  the  said  business,  receipts,  revenues  and  expenditures 
under  this  agreement. 

And  the  President,  Vice  Presidents  and  committees  of  the  Board 
dt  Directors,  and  all  duly  appointed  agents  of  the  party  of  the  first 
part,  shall  have  the  right  at  all  times  to  travel  without  charge  over 
the  said  demised  railroad,  for  the  purpose  of  ascertaining  as  to  the 
business  and  management  of  the  said  railroad  and  reporting  thereon 
to  the  party  of  the  first  part. 

Sixth.  It  is  understood  and  agreed  that  in  case  a  plan  or  agree- 
ment shall  be  perfected  and  entered  into  for  the  management  and 
operation  of  the  railways  of  the  parties  hereto,  or  either  of  them, 
with  other  southwestern  railways  under  one  organizntion  or  com 
pany,  this  lease  shall  thereupon,  at  the  election  of  the  lessee,  cease 
and  determine. 

Seventh.  That  if  any  difference  shall  arise  in  relation  to  this  lease 
and  contract  between  the  parties  hereto,  each  of  said  parties  shall 
select  a  referee  of  experience  and  skill  in  railway  management,  and 
the  said  referees  shall  select  another  of  like  experience  and  skill; 
and  the  three  so  chosen  shall  hear  and  decide  such  differences,  ami 
their  decision,  or  that  of  a  majority  of  them,  shall  be  final  and  con 
elusive  upon  the  parties  hereto. 

Eighth.  It  is  expressly  understood  thai  the  lease  of  the  line  ol 
railway  known  as  the  "Holden  Branch"  of  the  fust  party,  made  by 
the  party  of  the  first  part,  under  date  of  February  t6th,  iSSo,  re- 
mains unaffected  by  this  lease  and  contract,  except  as  to  the  term  of 
duration,  and  the  demised  premises  in  the  said  lease  are  not  embrac- 
ed in  the  demised  premises  of  these  presents. 

It  is  further  agreed  between  the    parties    hereto  that  the  said    lease 
of  February  16th,  1880,  is  hereby  extended  under  the  terms  ami  pro 
visions  thereof  for  and   during  the  whole  period    of    the  continuation 
of  these   presents,  to  which    the    parties    hereto    do    hereby    severally 
agree. 


584 

In  witness  whereof,  the  parties  hereto  have  caused  this  indenture 
to  be  signed  by  their  respective  President  pro  tern  and  President, 
and  their  respective  corporate  seals  to  be  hereto  affixed,  attested  by 
their  respective  Secretaries,  this  fourth  day  of  May,  1881. 

MISSOURI,  KANSAS  AND  TEXAS  RAILWAY  COMPANY 

By  George  J.  Forrest, 
[l.  s.]  President  pro  tern. 

Attest: 

H.  B.  Henson, 

Secretary. 

THE  MISSOURI  PACIFIC   RAILWAY  COMPANY, 

By  Jay  Gould, 
[l.  s.]  President. 

Attest: 

A.  H.  Calef, 

Secretary. 


State  of  New  York,  ) 

SS " 

City  and  County  of  New  York,  ( 

Be  it  remembered,  that  on  this  twenty-fifth  day  of  August,  A.  D. 
1881,  before  me,  Charles  Nettleton,  a  Commissioner  for  the  State  of 
Missouri,  Kansas  and  Texas,  and  a  Notary  Public  in  and  for  the 
State  and  county  of  New  York,  residing  in  said  City  ot  New  York, 
personally  appeared  George  J.  Forrest,  the  President  pro  tern.,  and 
H.  B.  Henson,  the  Secretary  of  the  Missouri,  Kansas  and  Texas 
Railway  Company,  to  me  respectively  personally  known  to  be  such, 
who,  being  by  me  severally  duly  sworn,  did  depose  and  say,  that  he, 
said  George  J.  Forrest,  resides  in  New  York  City,  State  of  New 
York;  that  he,  said  H.  B.  Henson,  resides  in  Brooklyn,  New  York; 
that  he,  said  George  J.  Forrest,  is  the  President  pro  ton.,  and  he,  said 
H.  B.  Henson,  is  the  Secretary  of  the  said  Company;  that  they  both 
know  the  corporate  seal  of  said  Company;  that  the  seal  affixed  to  the 
foregoing  instrument  is  such  corporate  seal;  that  it  was  so  affixed 
thereto  by  order  of  the  Board  of  Directors  of  said  Company,  and 
that  they,  the  said  George  J.  Forrest  and  H.  B.  Henson,  as  such 
President  pro  teyn.  and  Secretary,  signed  the  name  of  said  Company, 


585 

and  their  own  names  thereto,  by  the  like  order,  as  President  pro  tern. 
and  Secretary  of  said  Company,  respectively,  and  they  each,  re- 
spectively, being  personally  known  to  me  to  be  the  same  persons 
whose  names  are  signed  to  the  foregoing  instrument  as  parties  there- 
to, acknowledged  to  me  that  they  signed,  sealed  and  executed  the 
same  as  their  own  free  and  voluntary  act  and  deed,  and  as  the  free 
and  voluntary  act  and  deed  of  the  said  Company,  for  the  purposes 
and  objects  therein  stated. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  this  the  twenty-fifth  day  of  August,  A.  L).  1881. 

Charles   Nettleton, 
[l.  s.]  Commissioner  for  Missouri  in  New  York. 

Charlks    N  IT  I  I  I.  I  ON, 
[l.  s.]  Commissioner  for  Kansas  in  New  York. 

Charles  Nettleton, 

[l.  s.]  Commissioner  for  Texas  in  New  York. 

Charles   Nettleton, 
[e.  s.]  Notary  Public  for  New  York  County  in  New  York. 


State  of   New  York,  ) 

City  and    County  of  New  York,  ) 

Be  it  remembered,  that  on  this  twent)  fifth  day  of  August,  A.  1>. 
1881,  before  me,  Charles  Nettleton,  a  Commissioner  for  the  States  oi 
Missouri,  Kansas  and  Texas,  and  a  Notary  Public  in  and  tor  the 
State  and  county  of  New  York,  residing  in  said  City  of  New  York, 
personally  appeared  Jay  Could,  the  President,  and  A.  11.  Calef,  the 
Secretary  ot  the  Missouri  Pacific  Railway  Company,  to  me  re 
spectively  personally  known  to  be  such,  win,.  In  in.  by  me  severally 
duly  sworn,  did  depose  and  say,  that  he  said  Jay  Gould,  resides  in 
New  York  City,  State  of  New  York;  thai  he,  said  V  H.  Calef,  also 
resides  New  York  City,  New  York;  that  he,  said  Jay  Could,  is  tin- 
President,  and  he,  said  A.  11.  Calef,  is  the  Secretar)  of  the  said  Com 
pany;  that  they  both  know  the  corporate  seal  ot  said  Company;  that 
the  seal  affixed  to  the  foregoing  instrument  is  such  corporate  seal; 
that  it  was  so  affixed  thereto  by  order  ot  the  board  of  Directors  of 
said  Company,  and    that    they,   the  said    Jay  Could  and  A.  11.  Calef, 


586 

as  such  President  and  Secretary,  signed  the  name  of  said  Company, 
and  their  own  names  thereto,  by  the  like  order,  as  President  and  Sec- 
retary of  said  Company,  respectively,  and  they  each,  respectively, 
being  personally  known  to  me  to  be  the  same  persons  whose  names 
are  signed  to  the  foregoing  instrument  as  parties  thereto,  acknowl- 
edged to  me  that  they  signed,  sealed  and  executed  the  same  as  their 
own  free  and  voluntary  act  and  deed,  and  as  the  free  and  voluntary 
act  and  deed  ot  the  said  Company,  for  the  purposes  and  objects 
therein  stated. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and   affixed  my 
official  seal  this  the  twenty-fifth  day  of  August,  A.  D.  1881. 

Charles   Nettleton, 
[l.  s.]  Commissioner  for  Missouri  in  New  York. 

Charles   Nettleton, 
[l.  s.]  Commissioner  for  Kansas  in  New  York. 

Charles   Nettleton, 
[l.  s.]  Commissioner  for  Texas  in  New  York. 

Charles   Nettleton, 
[l.  s.]  Notary  Public  for  New  York  County  in  New  York. 


INDBX. 


Acts  and  Articles  of  Incorporation. 

Authorizing  construction  of  Missouri,  Kansas  and  Texas  Railway  in 

Texas 7 

Articles  of  Association  of  Denison  and  Pacific  Railway   84 

Articles  of  Association    of  Missouri,  Kansas   and  Texas    Extension 

Railway  Company 88 

Amended  Act  of  Incorporation  of  Denison  and  Southeastern  Rail- 
way Company 98 

Act  to  Incorporate  Houston  and  Great  Northern  Railroad  Company,  162 
Act  to  Incorporate  Houston   Tap  and  Brazoria  Railway  Company.  .             168 
Act  Amending  Act  to  Incorporate  Houston  Tap  and  Brazoria  Kail- 
way  Company,  1858     176 

Act  Amending  Act  to  Incorporate  Houston  Tap  and  Brazoria  Rail- 
way Company,  1S59 177 

Act  to  provide  for  sale  of  Houston    Tap  and  Brazoria  Railway  ....  178 

Act  to  authorize  the  Governor  to  dispose  and  make  sale  of  Houston 

Tap  and  Brazoria  Railway 179 

Act  to  Incorporate  Huntsville   Branch  Railway  Company 180 

Act  to  Incorporate  Victoria  and  Columbia  Railway  Company 1S5 

Act   Supplementary  to  Act  Incorporating  Victoria    and    Columbia 

Railway  Company 192 

Act  to  Consolidate  Houston  Tap  and  Brazoria  Railway,  Victoria 
and  Columbia  Railway  and  Huntsville  Branch  Railway  <  !om 
panies  with  Houston  and  Great  Northern    Railway  Company .  .  194 

Act  to  Incorporate  International  Railroad  <  Company 10S 

Articles  of  Association  International  Railroad    Company  and  Hous 

ton  and  Great  Northern  Railroad  ( 'ompany -"j 

Act  authorizing  International   and  Great    Northern   Railroad  Com- 
pany to  issue  Bonds -'"7 

Act  for  Relief  ol  International  Railroad  Company,  March  to,  1875,  '"s 

Articles  of  Incorporation  ( Georgetown   Railroad  (  ompany 246 

Act  to  Incorporate  Henderson  and  Overton  Railway  Company....  250 

Articles  of  Incoi  poration  Austin  and  I  latmanville  Railway  Comp  -'=..' 

Act  to  Incorporate  Galveston,    Houston  and  Henderson   Railroad 

Company [3a 

Act  Supplementary  to  Act  to  Incorporate  Galvi  tton,  Houston  and 

Henderson  Railroad  Company,  1854  . ...  137 

Act  amending  Supplementary  Act  to  l porate  Galveston,  Hous 

ton  and  Henderson  Railroad  Company,  1856,  ;;■> 

Act  amending  last  mentioned  Act,  Julj .  1856 (41 

Act  amending  Act  of  Incorporation  of  Galveston,  Houston  and  lb 

derson  Railroad  Company,  1857        $4 1 


588 


Acts  and  Articles  of  Incorporation — Continued. 

Act  Incorporating  Galveston  and  Houston  Junction  Railway  Com- 
pany   345 

Act  amending  last  above  Act 347 

Articles  of  Association  of  Galveston,  Houston  and  Henderson  Rail- 
road Company  of  1882 349 

Act  Incorporating  Dallas  and  Wichita  Railroad  Company 375 

Act  amending  same,  1873 379 

Act  amending  same,  1875  .  .  .  .  > 384 

Act  for  relief  of  same,    1876 386 

Act  Incorporating  East  Line  and  Red  River  Railroad  Company .  .  .  394 

Act  amending  above,  1873 398 

Act  amending  Section  8  of  above,  1873 401 

Act  amending  same,  1875 402 

Original  Articles  of  Incorporation  of  the  Taylor,  liastrop  and  Hous- 
ton  Railway  under   the  name   of   Bastrop  and  Taylor  Railway 

Company 437 

Amended  Articles  of  Incorporation  of  Taylor,  Bastrop  and  Hous- 
ton Railway  of  1 886 442 

Amended  Articles  of  Incorporation  of  Taylor,  Bastrop  and  Hous- 
ton Railway  of  1887  authorizing  Branch 445 

Articles  of  Incorporation  of  Trinity  and  Sabine  Railway  Company..  469 
Articles  of   Incorporation  of  Gainesville,    Henrietta   and   Western 

Railway  Company 496 

Articles  of  Incorporation  of  Dallas  and  Greenville  Railway  Com- 
pany   541 

Articles  of  Incorporation  of  Dallas  and  Waco  Railway  Company.  .  .  551 

Agreement  for  Reorganization. 

International  and  Great  Northern  Railroad  Company 229 

Austin  and  Oatmanville  Railway  Company. 

Articles  of  Incorporation 252 

Colorado  Bridge  Company. 

Mortgage,  May  24,  1S80,  to  Farmers'  Loan  and  Trust  Company, 

Trustee 307 

Construction  Contracts. 

Gainesville,   Henrietta  and  Western   Railway  Company  with  Guy 

Phillips 513 

Dallas  and  Greenville  Railway  Company  with  Guy  Phillips 524 

Dallas  and  Waco  Railway  Company  with  Guy  Phillips 555 

Joint  Track  Contracts. 

Dallas    and    Greenville    Railway    Company  with    St.    Louis,    Iron 

Mountain  and  Southern  Railway  Company  and  others 526 

Dallas  and  Waco  Rail.vay  Company  with  St.  Louis,  Iron  Mountain 

and  Southern  Railway  Company  and  others 557 

Missouri,  Kansas  and  Texas  Railway  Company  and  Texas  and  Pa- 
cific Railway  Company   575 


589 

Deeds  of  Conveyance. 

International  Improvement  Company  to  Mercantile  Trust  Company  46 

Denison  and  Pacific  Railway  to  Denison  and  Southeastern  Railway 

Company 104 

Union  Trust  Company  and   Missouri  Kansas   and   Texas   Extension 

Railway  Company  to    Missouri,    Kansas   and   Texas    Railway 

Company 133 

Special  Master  to  John   S.    Kennedy  and   Samuel   Sloan,  Trustees, 

of  Houston  and  Great  Northern   Railroad 212 

Special  Master  to  John  S.  Kennedy  and  Samuel  Sloan,  Trustees,  of 

International  Railroad 218 

Special  Master  to  John  S.  Kennedy  and  Samuel  Sloan,   Trustees,  of 

International  and  Great  Northern  Railroad 224 

J.  S.  Kennedy  and   Samuel   Sloan,    Trustees,  to   International  and 

Great  Northern   Railroad   Company  conveying  railway,  rolling 

stock,  etc 235 

International   and  Great  Northern   Railroad   Company  to  John  S. 

Kennedy,  Samuel  Thome  and  Wm.  Waller  Phelps,  lands 239 

Dallas  and  Wichita  Railroad  to  Missouri,  Kansas  and  Texas  Rail- 
way Company 3^7 

East  Line  and  Red  River  Railroad   to    Missouri.  Kansas  and  Texas 

Railway  Company   425 

Taylor,    Bastrop    and   Houston   Railway  to    Missouri,  Kansas    and 

Texas  Railway  Company 447 

Trinity  and  Sabine  Railway  to  Missouri,  Kansas  and  Texas  Railway 

Company 4^5 

Gainesville,    Henrietta   and    Western   Railway  to  Missouri,    Kansas 

and  Texas  Railway  Company 5'° 

Dallas  and  Greenville  Railway  to  Missouri,  Kansas  and  Texas  Rail 

way  Company 54' 

Dallas  and  Greenville  Railway  Company. 

Resolution  authorizing  the  purchase  of. 7°       77 

History  oi  (  Organization 5'5 

Articles  of  Incorporation ' ' 

Construction  Contract  with   Guy  1'hillips 

Contract    for   joint  use  of  track  with  St.    Louis,  lion    Mountain    .111. 1 

Southern  Railway  an. I  others   5-(' 

First  Mortgage  to  John  F.  Dillon  and   Henry  B.  Henson,  Trustees,  530 

Deed  of  Conveyance  to  Missouri,  Kansas  and  Texa  ■  Railway  I  '•',,, 

pany 


541 


Dallas  and  WICHITA  RAILROAD  <  lOMPANY. 

Resolution  authorizing  purchase  of (,7      7'' 

History  of  Organization ;7' 

Act  Incorporating 

Act  amending  Act  of  [ncorporation,  Maj  2  1,   1S7  | 

Act  amending  Act  of  Incorporation,   February  27,  1  s75 

Act  for  Relief  of,  July  20.  1876   

Contract  of  Sale  to  Missouri,  Kansas  ind  fexas  Railwa)  Company, 


59Q 

Daingerfiei.d  and  Texarkana  Railway  Company. 

Resolution  authorizing  purchase  of 78 

Contract  with  Dallas  and  Greenville  Railway  Company  for  joint  use 

of  track 526 

Denison  and  Pacific  Railway. 

History  of  Organization,  etc 80 

Articles  of  Association    84 

Deed  to  Denison  and  Southeastern  Railway  Company 104 

Denison  and  Southeastern  Railway  Company. 

History  of  Organization.      (See  Missouri,  Kansas  and  Texas  Exten- 
sion Railway  Company.) 

Mortgage  ro  Union  Trust  Company 92 

Amended  Act  of  Incorporation 98 

Deed  from  Denison  and  Pacific  Railway 104 

Dallas  and  Waco  Railway  Company. 

History  of  Organization 545 

Articles  of   Incorporation 551 

Construction  Contract  with  Guy  Phillips 555 

Contract    with    St.  Louis,    Iron    Mountain    and    Southern   Railway 

Company  for  joint  use  of  irack 557 

First  Mortgage  to  John  F.  Dillon  and  Henry  B.  Henson,  Trustees..  561 

East  Line  and  Red  River  Railroad  Company. 

Resolution  authorizing  purchase  of 72-73-76 

History  of  Organization 391 

Act   Incorporating 394 

Act  Amending  Act  of  Incorporation,    May  17,    1873 398 

Act  Amending  Section  8  of  Act  of  Incorporation,  May  17,  1S73.  . .  .  401 

Act  Amending  x\ct  of  Incorporation,  March  6,  1875 402 

Release  of  Mortgage  from  Union  Trust  Company,  Trustee 403 

First  Mortgage  to  Fidelity  Insurance,  Trust  and  Safe  Deposit  Com- 
pany           406 

Deed  of  Conveyance    to   the    Missouri,  Kansas  and    Texas  Railway 

Company 425 

Gainesville,  Henrietta  and  Western  Railway  Company. 

Resolution  of  Missouri,   Kansas   and  Texas  Railway  Company  au- 
thorizing purchase  of 71-78-79 

History  of  Organization 489 

Resolution  authorizing  sale  to  Missouri,  Kansas  and  Texas  Railway 

Company 490 — 494 

Articles  of  Incorporation 496 

First  Mortgage  to  John  F.  Dillon  and  Henry  B.  Henson,  Trustees. . .  500 

Deed  of  Conveyance    to  the  Missouri,  Kansas    and  Texas  Railway 

Company 510 

Construction  Contract  with  Guy  Phillips 5'3 

Georgetown  Railroad  Company. 

Articles  of  Incorporation 246 


59i 

Galveston  and  Houston  Junction  Railroad  Company. 

Act   [incorporating 345 

Act  amending  above 347 

Galveston,  Houston  and  Henderson  Railroad  Company. 

Resolution  of  International  and  Great  Northern  Railroad  Company 

to  lease 256 

History  of  Organization 310, 

Resolution   authorizing  lease   to   International  and  Great  Northern 

Railroad    Company 329 

Act  to  Incorporate 332 

Act  Supplementary  to  Act  of  Incorporation,  January  10,  1S54 337 

Act  Supplementary  to  Act  of  Incorporation,  January  23,  1856 339 

Act  Supplementary  to  and  Amendatory  of  Act  of    Incorporation, 

July  24,  1856 341 

Act  for  Relief  of,  and  Amendatory  of  Act  of  Incorporation,  Novem- 
ber 20,    1857 343 

Act    to  Incorporate    the  Galveston   and  Houston  Junction  Railroad 

Company 345 

Act  to  Revise  and  continue  in  force  above  Act 347 

Articles  of  Association  of   the  Galveston,    Houston  and  Henderson 

Railroad  Company  of  1882 .  349 

hirst  Mortgage  of  the  Galveston,  Houston  and  Henderson  Railroad 
Company  of  1882  to  Mercantile  Trust  Company,  Trustee,  April 

1,  1883 352 

Lease  of  Galveston,  Houston  anil  Henderson  Railroad  Company 
of  1882  to  the  International  and  (heat  Northern  Railroad  Com- 
pany    364 

Houston  and  Great  Northern  Railroad  Company. 

Act  to  Incorporate 162 

Act  to  Consolidate  Houston  Tap  and  Brazoria  Railway,  the  Ilunts- 
ville  Branch  Railway,  and  the  Victoria  and  Columbia  Railroad 

with 194 

Articles  of  Association  and  Consolidation  between  the  Houston 
and  Great  Northern  Railroad  Company  and    the   International 

Railroad    Company ! 202 

Deed  from  Special  Master  to  [ohn  S.   Kennedy   and    Samuel  Sloan. 

Trustees 212 

Houston  Tap  and  Brazoria  Rah  way  Company. 

Act  to  Incorporate 168 

Act  to  amend  Act  of  Incorporation,  passed  January  2?.   1858 170 

Act  amending  Act  of  Incorporation,  passed  December  17.  185(1....  177 

Act  to  Provide   for  the  Sale  of 1  7S 

Act  authorizing  I  lovernor  to  dispose  and  make  sale  ol 179 

Act  consolidating  with  the  Houston  and  Great  Northern  Railroad 

<  !ompany 194 

Huntsville  Branch  Railw  u  Company. 

Act  to  Incorporate Is" 

Act  to  consolidate  with  the  Houston  and  I '.real    Northern    Railroad 

<  lompany ''» ! 


592 

History  of  Organization. 

Missouri,  Kansas  and  Texas  Railway  Company,  in  Texas 5 

Denison  and  Pacific  Railway 80 

Denison  and  Southeastern  Railway  Company  (See  Missouri,  Kan- 
sas and  Texas  Extension  Railway  Company.) 

International  and  Great  Northern  Railroad  Company 149 

Galveston,  Houston  and  Henderson  Railroad  Company 319 

Dallas  and  Wichita  Railroad  Company 371 

Taylor,  Bastrop  and  Houston  Railway  Company 429 

Trinity  and  Sabine  Railway  Company 467 

Gainesville,   Henrietta  and  Western  Railway  Company 489 

Dallas  and  Greenville  Railway  Company 515 

Dallas  and  Waco  Railway  Company 545 

Henderson  and  Overton  Branch  Railway  Company. 

Act  to  Incorporate 250 

International  and  Great  Northern  Railroad  Company. 

History  of  Organization,  etc 149 

Act  to  Incorporate  the  International  Railroad  Company 195 

Articles   of  Association    and    Consolidation    of  the    Houston   and 

Great  Northern  and  International  Railroad  Companies 202 

Act  authorizing  the  issuance  of  Bonds 207 

Act  for  the  Relief  of  the  International   Railroad   Company,    March 

10,1875 2°8 

Deed  of  Special  Master  of  Houston  and   Great   Northern    Railroad 

to  John  S.  Kennedy  and  Samuel  Sloan,  Trustees 212 

Deed  of  Special  Master  of  International  Railroad  to  John  S.  Ken- 
nedy and  Samuel  Sloan,  Trustees 218 

Deed  of  Special  Master  of  International  and  Great  Northern  Rail- 
road to  John  S.  Kennedy  and  Samuel  Sloan,  Trustees 224 

Agreement  tor  Reorganization,  September  20,  1S78 229 

Deed   from    Kennedy    and   Sloan,    Trustees,    of   Railway,   Rolling 

Stock,  etc    235 

Deed  to  Kennedy,  Thorne  and  Phelps,   conveying  lands 239 

Resolution  of  Stockholders  authorizing  lease  of  Galveston,  Houston 

and  Henderson  Railroad 256 

Lease  to  Missouri,  Kansas  and  Texas  Railway  Company 258 

Revocation  of  lease  to  Missouri,   Kansas  and  Texas  Railway  Co.  .  .  266 

First  Mortgage,  November  I,  1879,  to  Kennedy  and  Sloan,  Trustees  271 

Second    Mortgage,    November    1,    1879,    to   Thorne,    Phelps   and 

Barnes,  Trustees 2S2 

Six  per  cent.  Gold  Mortgage,  June  15,  1881,  to  Farmers'  Loan  and 

Trust  Company,  Trustee   .' 294 

Colorado  Bridge  Company  Mortgage,  May  24,  1880 307 

Resolution  of  the  Galveston,  Houston  and  Henderson  Railroad 
Company  to  lease  to  International  and  Great  Northern  Rail- 
road Company 329 

Lease  of  Galveston,  Houston  and  Henderson   Railroad 362 


593 

International  Railroad  (  ompany. 

Act  to  Incorporate 105 

Articles  of  Consolidation  with  Houston  and  Great  Northern  Kail- 
road   ( 'ompany 202 

Act  for  Relief  of,    March  10,  1875 208 

Deed  of  Special  Master  of  International    Railroad   to  Kennedy  and 

Sloan,  Trustees 2l8 

Leases. 

Resolution  of   International   and   Great   Northern   Railroad  to  lease 

Galveston,  Houston  and  Henderson  Railroad 256 

International    and    Great    Northern    Railroad    to    Missouri.    Kansas 

and  Texas  Railway  Company 258 

Revocation  of  above  Lease 266 

Resolution  of  Galveston,  Houston  and  Henderson  Railroad  to  lease 

to  International  and  Great  Northern  Railroad  Company 329 

Lease  of  Galveston,  Houston  and  Henderson  Railroad  to  Interna- 
tional and  Great  Northern  Railroad  Company 362 

Lease  of  Texas  and  Pacific  Railway  to  Missouri,  Kansas  and  Texas 

Railway  Company 575 

Lease  of  Missouri,  Kansas   and   Texas    Railway  to  Missouri    Pacific 

Railway  Company 578 

Mortgages. 

General    Consolidated    of    Missouri,    Kansas    and    Texas    Railway 

Company.  ...■•■■ 10 

First    Supplemental    General    Consolidated    Missouri,    Kansas  and 

Texas  Railway  Company 5° 

Second  Supplemental  General   Consolidated   Missouri,  Kansas  and 

Texas  Railway  <  lompany <>i 

Denison  and  Southeastern  Railway  Company  to  Union  Trust  Com 

pany 9 ' 

Missouri,  Kansas  and  Te\as  Extension  Railway  Company  to  Union 

Trust  ('ompany i"7 

Missouri,  Kansas  and  Texas  Extension  Railway  Company,  releaseol  131 

International   and  Great   Northern   first    Mortgage,    November   1, 

1879,  '"  I"'1"  S-   Kennedy  and  Samuel  Sloan,  Trustees J71 

International  and  Great  Northern  Second   Mortgage,  November  1, 

1X79,  to  Tl  !  rul  Barnes,  Trustees ". 

International   and   Great   Northern  six   per  cent.   Cold    M 

fune  ii.  1 88 1,  to  Farmers'  Loan  and  Trust  Company,  Trustee,  294 

( lolorado  Bridge  Company  Mortgage,  M  •>•.  24,  1880,  Farmers'  Loan 

and  Trust  Company  3°7 

Firsl     Galveston,    Houston  and    Henderson    Rail I  I  ornpanj  ol 

>,  dated  April  1,  1883 

Release  of  Union  ["rust  Company  to  Eas    Line  and  Red  River  Rail 

road    (  'ompany \"\ 

First  East   Line    and   Red   River  Railroad    (   ompany  to    Fidelity   In 

surance,  Trust  andSai  Company I'"' 

First  Taylor,  Bastrop  and  Houston   Railway  Companj  to   fohn    F. 

Dillon  and  I  [em  y  B     Hen  ion,    I  isi 


594 

Mortgages —  Continued. 

Supplemental   Texas,    Bastrop  and    Houston   Railway  Company  to 

John  F.  Dillon  and  H.  B.  Henson,  Trustees 462 

First    Trinity   and  Sabine   Railway    Company  to   Mercantile  Trust 

Company,  Trustee     473 

First  Gainesville,    Henrietta    and  Western  Railway  Company  to  J. 

F.  Dillon  and  H.  B.  Henson,  Trustees 500 

First    Dallas    and    Greenville  Railway  Company  to  John  F.  Dillon 

and  H.  B.  Henson,  Trustees 530 

Dallas  and   Waco   Railway  Company  to  John  F.  Dillon   and  H.  B. 

Henson,  Trustees 561 

Mercantile  Trust  Company,  New  York. 

Mortgages:  From  Missouri,  Kansas  and  Texas  Railway  Company — 

General  Consolidated 10 

First  Supplemental  General  Consolidated 50 

Second  Supplemental  General  Consolidated  ....  61 

From  International  Improvement  Company 46 

First  Trinity  and  Sabine  Railway  Company 473 

Missouri  Pacific  Railway  Company. 

Lease  of  Missouri,  Kansas  and  Texas    Railway  to 578 

Missouri,  Kansas  and  Texas  Railway  Company. 

Act  authorizing  construction  of  road  in  Texas 7 

General  Consolidated  Mortgage 10 

First  Supplemental  General  Consolidated  Mortgage 50 

Second  Supplemental   General  Consolidated  Mortgage 61 

Minutes  of  Board  of  Directors'  and  Stockholders'  Meetings  author- 
izing purchase  of   Railroads  in  Texas 67 

Deed  from  Union  Trust  Company  and  Missouri,  Kansas  and  Texas 

Extension  Railway  Company 133 

Lease  of  International  and  Great  Northern  Railroad 25S 

Revocation  of  International  and  Great  Northern  Lease 266 

Deed  of  Conveyance  from  Dallas  and  Wichita 386 

Deed  of  Conveyance  from  East  Line  and  Red  River   Railroad.  . . .  425 
Resolution  of  Taylor,  Bastrop  and    Houston    Railway    authorizing 

conveyance  to  Missouri,  Kansas  and  Texas  Railway   Company  431 
Deed   from  Taylor,    Bastrop   and    Houston    Railway  conveying  its 

road 447 

Deed  from  Trinity  and  Sabine  Railway  conveying  its   road 485 

Resolution  Gainesville,  Henrietta  and    Western  Railway  Company 

authorizing  sale  to 490 — 494 

Deed   of  Conveyance  from   Gainesville,    Henrietta  and    Western 

Railway 510 

Contract  with  Dallas  and  Greenville  Railway  for  Joint  use  of  Track  .  526 

Deed  of  Conveyance  from  Dallas  and  Greenville  Railway  Company .  541 

Lease  of  Texas  and  Pacific  Railway  Joint  Track 575 

Lease  of  Missouri,  Kansas  and  Texas  Railway    to   Missouri   Pacific 

Railway    Company 578 


595 

Missouri,  Kansas  and  Texas  Exten  now  Railway  Company. 

Resolution  authorizing  purchase  of 74  75  76 

History  of  Organization Si 

Articles  of  Incorporation 88 

Mortgage    to    Union   Trust   Company   (Denison   and  Southeastern 

Railway) 92 

Amended  Articles  of  Incorporation IOI 

Deed  from  Denison  and  Pacific  Railway 104 

Mortgage  to  Union  Trust   Company 107 

Mortgage,  Release  of,   Union  Trust   Company 131 

Deeil  to  Missouri,  Kansas  and  Texas  Railway  Company 133 

Officers. 

Roster  of 1 

Relea.se  of  Mortgages. 

Union  Trust  Company  to  Missouri,    Kansas  and   Texas   Extension 

Railway  Company 13 1 

Union  Trust  Company  to  East  Line  and  Red   River  Railway  Com- 
pany    403 

St.  Louis,  Iron  Mountain  and  Southern  Railway  Company. 

Contract   with   Dallas   and   Greenville  Railway  Company  for  Joint 

Use  of  Track 526 

Contract  with  Dallas  and  Waco  Railway  Company  for  Joint  Use  of 

Track 557 

Taylor,  Rasi  rop  and  Houston  Railway  Company. 

Resolution  authorizing  purchase  of. 69  7S  70 

History  of  <  hganization t  'o 

Resolution   authorizing   sale    and   conveyance    to  Missouri,  Kansas 

and  Texas  Railway  Company 431 

Original    Articles    of  Incorporation    Bastrop    and    Taylor    Railway 

<  Company \M 

Amended  Articles  of  Incorporation,  1SS6 II' 

Amended  Articles  of  Incorporation  1887,  authorizing  branch    lis 

Peed    of    Conveyance   to    Missouri,    Kansas   and    Texas    Railway 

npany 117 

First  Mortgage  to  John  F.  Dillon  and  II.  B.  Henson,    'Trustees...  \^i 
Fii  1  Mori     ig    S  ip]  li  mental  to  John  I-'.  I  >illon  and  1 1.  T.    Hei 

Trustees i"  ■' 

Trinity  and  Sabine  Railway  Company. 

Resolution  authorizing  purchase   oi  ,,s  77  7s 

History  of  Organization   , l''7 

Articles  oi    Incorporation !'"' 

First    Mortgage  to  Mercantile  Trust  Company,   Trustee 473 

Deed   oi    Conveyance   to    Missouri,    Kansas  and    Texas   Railwa) 

<  lompany 

'Texas  and  Pach  tc  Railway  Company. 

Lease  of  joint  track  to  Missouri,   Kanso     and   Texas    Railwaj  Com 

pain 


59^ 

Union  Trust  Company,  New  York. 

Mortgage  from  Denison  and  Southeastern  Railway  Company  ....  92 

Mortgage   from   Missouri,  Kansas    and  Texas  Extension  Railway 

Company 107 

Mortgage,  release  of,  Missouri,  Kansas  and  Texas  Extension  Rail- 
way Company 131 

Deed  of  Missouri,  Kansas  and  Texas  Extension  Railway  to  Mis- 
souri, Kansas  and  Texas  Railway  Company 133 

Release  of  Mortgage  to  East  Line  and  Red  River  Railroad  Com- 
pany      403. 

Victoria  and  Columbia  Railway  Company. 

Act  to  Incorporate 185 

Act  supplementary  to  Act  to  Incorporate 192 

Act  to  consolidate  with  Houston  and  Great  Northern  Railroad  Com- 
pany    194 


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*mm 


Form  L-» 
•nm-2  '4SCS203 


wavBsrrt^cMJKW"* 


HE 

2791 — Missouri,   Kansa^s- 
1168       and   Texas   rail- 
1B89      wey   rtmrtpflny. 


3  1158  013316971 


UC  SOUTHERN  REGIONAL  LIBRARY  FACILITY 


AA  001  027  • 


63  3 


HE 
2791 
M68 
1889 


